Link to Table of Contents  United States Securities and Exchange Commission Washington, D.C. 20549  Form 10-K  (Mark One)  (X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2006  ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to ____________  Commission file number 000-26315  GEOTEC, 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.)  110 E. Atlantic Ave., Suite 200, Delray Beach, Florida    33444 (Address of principal executive offices)               (Zip Code)  Issuer's telephone number: 561-276-9960  Securities registered under Section 12(b) of the Exchange Act:  Title of each className of each exchange on which registeredNone   Securities registered under Section 12(g) of the Exchange Act:  Common Stock (Title of class)  Indicate by checkmark is the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X].  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [X]  No [  ].  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [] No[X]  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in     Link to Table of Contents  definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  [  ].  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated filer [  ]  Smaller reporting company [x] (Do not check if a smaller reporting company)  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X].  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. The aggregate market value of the common equity held by non-affiliates computed at the closing price of the registrant's common stock on December 31, 2006 is approximately $1,518,006.  The aggregate market value of the common equity held by non-affiliates computed at the closing price of the registrant's common stock on August 15, 2008 is approximately $10,929,650.  Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date. As of December 31, 2006, 68,668,155 shares of common stock were issued and outstanding.  As of the date of filing this annual report there are 415,391,107 shares of common stock issued and outstanding.  DOCUMENTS INCORPORATED BY REFERENCE  If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 (Securities Act). Not Applicable.  CERTAIN CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS  Certain statements in this annual report on Form 10-K contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to raise capital, integrate our acquisitions, obtain and retain customers, to provide our products and services at competitive rates, execute our business strategy in a very competitive environment, our degree of financial leverage, risks associated with our acquiring and integrating companies into our own, risks related to market acceptance and demand for our services, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements. Readers should carefully review this Form 10-K in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in "Item 1. Business--Risk Factors." Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  When used in this Annual Report, the terms the Company, Geotec, we, our, and us refers to Geotec, Inc., a Florida corporation.   2   Link to Table of Contents     GEOTEC, INC.  ANNUAL REPORT ON FORM 10-K Fiscal Year Ended December 31, 2006   TABLE OF CONTENTS    PageCautionary Statements Regarding Forward Looking Statements2PART IItem 1. Description of Business4Item 1A.  Risk Factors8Item 2. Description of Property9Item 3. Legal Proceedings9Item 4. Submission of Matters to a Vote of Securities Holders10PART IIItem 5. Market for Common Equity and Related Stockholder Matters10Item 6. Selected Financial Data13Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations13Item 7A. Quantitative and Qualitative Disclosures About Market Risk18Item 8. Financial Statements19Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures19Item 9A. Controls and Procedures19Item 9A(T). Controls and Procedures19Item 9B. Other Information20PART IIIItem 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act20Item 11. Executive Compensation21Item 12. Security Ownership of Certain Beneficial Owners and Management24Item 13. Certain Relationships and Related Transactions, and Director Independence25Item 14. Principal Accountant Fees and Services26Item 15. Exhibits and Financial Statement Schedules27SIGNATURES28Index to Financial Statements29             3   Link to Table of Contents  PART I   ITEM 1. DESCRIPTION OF BUSINESS  Introduction  Geotec was incorporated in the State of Florida in February 1998 to provide services in the energy industry. The Company's offices are located at 110 East Atlantic Avenue, Suite 200, Delray Beach, FL 33444. The telephone number is (561) 276-9960, the fax number (561) 276-9964, and the e-mail address is: info@geo-tec.net.  In the first quarter of 2005, we changed our business plan to pursue a Green Energy business model.  Pursuant to this Green Energy business model we have entered into contracts to acquire laid up coal, above ground coal mines, and technology to utilize coal assets to produce synthetic fuels. We intend to continue through 2008 to pursue additional contracts for the acquisition of coal assets and technologies to produce gas, liquid or solid synthetic fuels, or refined Clean or Ultra Clean coals. Through agreements described herein, we have obtained technologies to facilitate the processing of coal into Ultra Clean or Clean Coal.  Prior to 2005 our business model centered on our ten-year exclusive license and U.S. Patent No. 6,817,298, to market and sell a unique oil treatment service to customers in North, Central, and South America. This technology, Gas GeneratorsTM, was not fully commercialized, and we had limited business operations from this technology.  Accordingly, we may sell our existing inventory of thermal generators that utilize this technology or we may seek to enter into one or more joint venture agreements to utilize the thermal generators with our proprietary protein/enzyme technology.  However, we will not be a service company to the oil and gas marketplace as contemplated by our pre-2005 business model.  Instead, we will concentrate on generating revenues from the various agreements to acquire and process coal, as described herein, and commercial exploitation of our Green Energy technologies. Supportive Technologies for Coal Refinement.Coal Biorefining and Use of Enzymes/Proteins: We entered into agreements with Richcorp, Inc. (Richcorp) whereby we acquired Richcorps proprietary protein/enzyme formulations to use in our coal biorefining process.  Geotec has 140 proteins that perform various functions to recover or increase the value of hydrocarbons, such as oil or coal.  Geotec enzyme/proteins are a specifically blended liquid that will reduce hydrocarbons and organic metal compounds such as mercury, sulfur and arsenic upon contact when applied to impacted soils, surfaces and groundwater. These enzyme/proteins have been successfully used in the "catalytic conversion" of organic environmental contaminants with minimal effort and application techniques. When applied to impacted soil, a minimal reaction time renders the contaminant irreversibly altered and the contaminant, if hazardous, no longer possesses its chemical fingerprint. The compound that forms is an organo-protein residue with the consistency and makeup of equivalent to the soil or earth of any processed feedstock. Treated soils are rendered more amenable to reclamation. Geotec enzyme/proteins are a blend of environmentally friendly compounds, which display no hazardous waste characteristics either by ignitability, corrosivity or reactivity. These enzyme/proteins are not altered chemically and will not form harmful intermediates when blended with hazardous chemicals. Geotec enzyme/proteins conform to non-hazardous substances defined under the Clean Water Act, RCRA, the Clean Air Act, and TSCA. It is not a carcinogen and is not listed on OSHA, IARC, or NTP Monograms. It also passes the 48-hour Acute Toxicity Bioassay for fingerling trout. GASIFICATION  Among the uses for our coal assets is gasification.  Gasification is a process that converts any carbon containing material into a synthesis gas composed primarily of hydrocarbon gases. This gas can be used as a fuel to generate electricity or steam, or a basic chemical building block for a large number of uses in the petrochemical and refining industries.   Gasification adds value to low or negative-value feed stocks by converting them to marketable fuels and products.  In furtherance of our Green Energy business model, we entered into a contract to obtain the mining rights to various quantities of coal in 2005 and purchased a promissory note in the amount of $400,000 due from Lancaster  4   Link to Table of Contents  International, Inc. (Lancaster) and Consolidated Resources Group (CSRG). The promissory note served as consideration for an agreement that the Company would receive a permit and bond issued by the State of Illinois to wash and process certain quantities of laid up coal located near Cuba, Illinois.  Lancaster and CSRG did not obtain the bond and permit prior to December 1, 2005 and defaulted on the agreement. Thereafter we transferred and assigned all of our contractual rights to the Illinois coal for the value invested in such coal rights to Universal Coal, LLC, a Florida limited liability company (Universal).  Universal is owned by Bradley Ray, Chief Executive Officer of Geotec.  Universal has given the Company a promissory note based on the cost of coal subject to the contractual coal rights, secured by the coal itself.  On December 25, 2005 we entered into an agreement with Stone Mountain Development Company, a Pennsylvania general partnership (Stone Mountain), to acquire coal from various sites near Pittsburgh, Pennsylvania. The contractual obligation of Stone Mountain provided us with means to satisfy a coal futures sale transaction that also involves the purchase of shares of Urban Television Network Corporation preferred stock in the third quarter of 2005.  The preferred shares convert to a maximum of 49% of the common stock of Urban Television Network Corporation.  The Company may not have adequate cash or resources to mine, process and/or deliver this coal and therefore, the Company may not be able to take advantage of its contractual rights to these assets.  The Stone Mountain agreement referenced above was to provide an alternative source to replace the coal that was due to Geotec from Deerfield Enterprises, Inc. (Deerfield), a company principally owned by Bradley Ray, Chief Executive Officer of Geotec, a former employee of Geotec, James McConnell and our primary investor, Dr. Art Gottmann, under the terms of a prior contract with Deerfield. Deerfield has been unable to fulfill its contractual obligation to the Company due to its inability to deliver coal from the location originally contemplated by Deerfield. Accordingly, we have rescinded the agreement with Deerfield due to its failure to provide any consideration for the transaction.  The contractual rights to quantities of Illinois coal were returned to Deerfield Enterprises, Inc.  On December 27, 2005, we entered into an agreement for the acquisition of 20 million tons of refined coal from Ecotec Coal, LLC, a Florida limited liability company (Ecotec) managed by Green Energy Management, LLC (Green Energy).  Both Ecotec and Green Energy are entities controlled by Bradley Ray, Chief Executive Officer of Geotec.  The agreement with Ecotec provides that it will sell quantities of refined coal exclusively to us at a price of $18.50 per ton.  It is our goal to sell the refined coal to various end users to generate revenue for the Company.  If we are able to obtain capital or revenues from the sale of coal or our technology, we plan to purchase quantities of refined coal from various parties throughout 2008 and beyond for our customers, which include power companies and other end users of refined coal.  On January 31, 2006, we made the initial payments for the acquisition of mineral rights for five (5) asphaltite mines (containing high volatile resource materials) in the Neuquen Province of Argentina. Beginning in January 2006, the Company was obligated to pay $2,000 per month through March 2006 at which time the payments increased to $3,000 per month. We previously obtained mineral rights for two asphaltite mines from Richcorp in 2005. Accordingly, we now have mineral ownership rights with respect to seven (7) asphaltite mines.  The preliminary reports reveal that the asphaltite reserves are contained on or in land comprising about 7,000 acres in the Neuquen Province of Argentina. As of December 31, 2006, we were delinquent in our monthly payments.  Until the 1960's coal was the single most important source of the world's primary energy. In the late 1960's it was overtaken by oil; but it is forecast that coal, could again become the major primary energy source at some stage during the first half of this century. (World Coal Institute, 1999).  Many technologies have been used with hydrocarbons, to increase the use, form or caloric output of coal, gas and oil. We are pursuing several technologies that will maximize the profits and minimize the reclamation costs of its coal. These multiple profit streams will be a major focus of our business operations and may include other coal/hydrocarbons made available to us.  We also intend to pursue the direct sale of coal to power plants and power companies. Coal is the most widely used electrical energy producing fuel in the world.  Coal that does not meet certain standards is discarded into waste areas.  More than 2 billion tons of coal is contained in more than 700 eastern US waste (slurry) ponds and (gob) piles.  Historically, Eastern coal used for electric power generation has sold for about $35-  5   Link to Table of Contents  55 per ton.  The current spot price is in excess of $135per ton.  Clean Coal is sold as high as $116-175 per ton and Ultra Clean Coal is sold as high as $185 per ton. Today, coal is used to produce over 55% of the electricity in the United States. The United States is the second largest producer of coal at about 1.3 billion tons per year. China produces about 3.0billion tons per year and India and Russia are the next largest producers with about 1/3 of the United States production. Coal usage has increased about 7% per annum, and it is expected to continue at this rate. Coal is a commodity with spot prices based upon location, and availability. Illinois basin coal spot prices are in the range of $85 per short ton, while eastern coal and Powder River Coal are in the range of $135 and $15 per short ton. Canadian coal sold overseas for steel mills has recently been selling for approximately $200 per short ton, as is coal exported to the Far East, at even higher prices. We are focusing our business efforts on Green Energy production and use of BTU output or conversion of the caloric content of hydrocarbons, through several technologies, which includes the use of our coal assets. Coal prices should remain at their current levels, or move higher based upon increasing usage in China and India, as well as other emerging countries and the more recent increase in oil and gas prices. Distribution of our refined coal is contemplated to occur through agreements with customers and traditional transportation methods utilized by the coal industry.  These methods include, transporting by ship, barge, rail way and over the road trucking.  On January 27, 2006, we received coal washing test results from SGS Commercial Testing & Engineering Co. of Denver, Colorado, which provided independent verification and validation that chemical modification of the Pennsylvania coal utilizing our proprietary recombinant protein/enzyme technology (acquired from Richcorp) increased the commercial value of such coal. We believe that test results from the chemically processed coal demonstrate that the processed coal qualifies as Refined Coal as such term is defined in Section 45 of the Internal Revenue Code of 1986, as amended.  The results showed a 15.6 % increase in Btu per lb. to 13,209 Btu; a decrease in Ash of 58% to 7.33% and a 20.2% decrease in lb. S02/mm Btu.  On March 3, 2006, we executed a purchase order agreement with Island Sales Limited, a Pennsylvania corporation whereby we agreed to sell 500,000 tons of Pennsylvania processed clean coal to Island Sales between April and December 2006, at the price of $47.10 per ton, subject to processing and delivery specifications. We have not been able to process and deliver this amount or any amount of coal and therefore, are in default of this contract.  In connection with our Green Energy business model, we have designed, co-manufactured and tested a small batch processing coal bio-refinery with TecEnergy Pennsylvania, Inc. (TecEnergy), a Consolidated Energy & Technology Group, Inc. subsidiary. The coal bio-refinery was designed to utilize our enzyme/protein technology to produce clean coal from waste coal.  Our enzymes/proteins are part of an enabling technology that can economically bio-refine hydrocarbons (coal and oil) to remove contaminants such as ash, arsenic, mercury, sulfur and other heavy metals to increase the value of the coal or oil.  In addition, heavy or long chain hydrocarbons, such as are contained in sludge or coal, can be bio-chemically modified to increase the value of the coal feedstock.  An independent laboratory obtained the following comparative test results:  Waste Coal (Dry Basis Pre-treatment)Waste Coal (Dry Basis Post-treatment)Btu/Lb7,30212,009Ash46.75%19.24%Sulfur0.63%0.82%  Independent laboratory testing results confirm that our technology bio-chemically transformed the waste coal by causing a substantial decrease in the level/volume of ash and other contaminants. We are now designing continuous flow bio-refineries, as operational volume manufacturing units intended to process 100-1000 tons per hour.  These continuous processing bio-refineries will have multi-staged processing capabilities that are projected to facilitate further reduction in ash, or other coal contaminates such as sulfur, mercury, arsenic or other heavy metals.   6   Link to Table of Contents  These bio-refinery units are part of our process to remediate soil that has been mixed with the contaminating laid-up coal.  We intend to utilize a specific type of enzyme/protein that is designed to sequester and eliminate hydrocarbon contamination (and the by-products thereof) and alter the soil to Environmental Protection Agency acceptable hydrocarbon levels.  Our enzyme/protein technology comprises over 140 specific proteins that perform various biochemical processes on hydrocarbons, their by-products and metal contaminants.  The technology can tailor coal or other hydrocarbons, as well as transform solid fuels to liquid fuels. The processes vary depending on the starting feedstock, and the desired end product and value of that end product.  We are currently conducting business operations in the Commonwealth of Pennsylvania in cooperation with TecEnergy.  We have recently entered into a Commodity Purchase Agreement with TecEnergy to acquire up to 100,000,000 tons of mined coal controlled by TecEnergy. We intend to serve as a vendor of our enzyme/protein technology and sell the enzyme/protein product to TecEnergy, Ecotec and possibly other entities for use in processing waste coal.  These enzyme/protein product sales, processing of waste coal with the enzyme/protein product and the resulting chemical transformation of waste coal should enable Ecotec to perform its contractual obligations to provide us with refined coal at $18.50 per ton.  Our goal is to identify end users of refined coal (such as power companies) and enter into sales agreements to generate revenues and profits for the Company.  Provided that we achieve desired testing results with the enzyme/protein technology, we may be able to sell refined coal directly to NYMEX.  The Commonwealth of Pennsylvania has published that approximately 250,000 acres of the Commonwealth are contaminated with waste coal sites.  It is estimated that this represents several billion tons of coal that has been laid up on these sites since the early 1900s.  In addition to our cooperative business activities with TecEnergy and Ecotec, our goal is to seek out and obtain additional waste coal resources to process into refined coal for commercial exploitation as discussed above.  On April 8, 2008, we entered into a Master Development Agreement (the Agreement) with TTI Technologies, Inc. (TTI) of Omaha, Nebraska (jointly referred to as the Parties), regarding further development of Geotecs proprietary enzyme/protein technology (the Technology).  The Parties contemplate that the Technology will be utilized in connection with bio-refinery units (each, a Facility) for the recovery of saleable coal or any other substance recovered from a designated site that creates revenue from the sale of gob, culm, lignite, or other lower grade or dirty coals or carbon fly ash and for the remediation of soils (the Process).  Each Facility will be established to process 20 million tons of coal.  The Agreement is for a term of ten (10) years and contemplates two separate scenarios involving the construction and operation of facilities.  For a period of 12 months following the date of the Agreement, regarding projects identified and proposed by Geotec, TTI will advise and assist Geotec in the further development of the Process and in the procurement and construction of the initial equipment for a commercial scale Facility.  Geotec has granted a right of first refusal to TTI or one of its affiliates (which may be exercised after the initial 12-month term of this Agreement) to render certain management, administrative, operational and support services in connection with the operation of each Facility controlled by Geotec.  Geotec has granted TTI the right to establish at one or more locations selected and acquired by TTI, up to ten (10) projects utilizing Geotecs proprietary Technology and the Process.  Under this scenario, Geotec will be paid its production costs for the Technology plus one dollar ($1.00) per ton of saleable product generated from the Process.  Additionally, Geotec will receive a portion of the Net Revenues derived from the TTI projects.  In addition to the generation of revenue, the Parties expect that the Process will generate tax credits under Section 45 of the Internal Revenue Code of 1986, as amended.  TTI has substantial experience in connection with the monetization or operation of facilities producing in excess of 40 million tons of solid synthetic fuel (from coal) intended to generate tax credits under Section 29 (now Section 45K) of the Internal Revenue Code.  The agreement with TTI Technologies, Inc. references two related sub-agreements, the forms of which are attached as exhibits to the original Agreement. These related sub-agreements include an operating sub-agreement and a supply sub-agreement regarding the operation of each Facility by TTI and/or one of its affiliates and the supplying  7   Link to Table of Contents  of the Technology to each Facility by Geotec, respectively.  The related sub-agreements will be executed by the Parties upon commencement of each project utilizing a facility and the process.  As of the date of this annual report we have not commenced operations with TTI on any specific project.  On May 9, 2008, we entered into an investment banking agreement (the Agreement) with StoneGate Partners, LLC (StoneGate), a broker-dealer based in Boston, Massachusetts.  StoneGate has agreed to serve as the exclusive placement agent for Geotec in connection with capital raising activities to finance Geotecs operations, including projects involving Geotecs proprietary protein/enzyme product.  StoneGate also has agreed to act as the lead investment banker for up to 10 projects with Geotec involving the construction and operation of hydrocarbon bio-refinery facilities designed to generate tax credits under Section 45 of the Internal Revenue Code.  The Company estimates that the startup costs for each bio-refinery facility will be approximately $10,000,000.  As part of the transaction, StoneGate will be entitled to receive a cash fee equal to 7% of the aggregate consideration received by Geotec or by the Project, plus a cash fee equal to 1% of the aggregate consideration for StoneGates estimated expenses associated with such transaction.  In the event StoneGate is not able to raise the requisite capital or organize a syndicate of investment banks or broker-dealers for a transaction within 180 days of the date of a subject engagement, Geotec shall be permitted to engage one or more investment banks directly to raise such capital; provided that StoneGate shall be entitled to a fee equal to the greater of: (i) one percent (1%) of the aggregate consideration received by Geotec or by the Project in connection with the transaction and (ii) the maximum amount permitted by applicable law; provided further that StoneGate shall serve as the syndicate director for such transaction.  Also, Geotec and StoneGate agree that for each project for which StoneGate raises capital, Geotec and StoneGate or its nominees shall share pari passuGeotecs interest in such project on a 50/50 basis.  Finally, Geotec has issued a warrant (the Warrant) to StoneGate for the purchase of up to $25,000,000 worth of Geotecs restricted common stock.  The Warrant is for a period of 10 years and identifies various strike prices at which conversion rights may be exercised.  StoneGate helps its clients achieve their goals by providing a variety of financial advisory services, including raising private capital and selling and buying businesses.  StoneGate works extensively with its network of investors, including high net worth individuals, family offices, venture capital and private equity firms, banks and other institutional investors, to enable its clients to realize their objectives.  StoneGate has extensive experience assisting its clients in the energy, real estate and technology industries.  As of the date of this annual report, we have not commenced the construction or operation of any hydrocarbon bio-refinery facility pursuant to our agreement with StoneGate and have not received any funding of any type from such entity.  On June 6, 2008 we executed an agreement with GreenCoal, LLC (GreenCoal) of Lewistown, Illinois, to enter into a joint business venture to facilitate the acquisition of coal sites and initiate abio-refining process for the sale of coal hydrocarbons located in Illinois, Indiana and Kentucky, as well as other sites to be determined.  The joint venture agreement provides, among other things, that Geotecs proprietary enzyme/protein technology will be applied to one or more sites identified by GreenCoal, LLC through bio-refinery units owned by Ecotec Coal, LLC.  Each Ecotec facility will be comprised of bio-refinery units for the generation of revenues through the sale of bio-refined coal and the production of tax credits by reducing sulfur and nitrogen oxides and heavy metals pursuant to Section 45 of the Internal Revenue Code.  As of the date of this annual report, we have not commenced operations at any hydrocarbon bio-refinery facility in furtherance of our agreement with GreenCoal.   ITEM 1A.  RISK FACTORS  Because we are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide the information required by this Item.    8   Link to Table of Contents  ITEM 2. DESCRIPTION OF PROPERTY.  We currently lease facilities consisting of approximately 1,550 square feet of office space in Delray Beach, Florida, pursuant to a one year lease which expired during 2006, with initial monthly base rental amount of $3,813, inclusive of taxes, operating expenses for the common area of the building, maintenance, janitorial services. The Company did not take advantage of the 36-month option to renew and currently leases the space on a month to month basis at $4,003.90.  We also lease a storage facility for storing our gas generators, which is centrally located in the oil/gas producing states, on a month to month basis at $202 per month.  In October, 2007, we also leased a warehouse facility in Fredrickstown, Pennsylvania, approximately 3000 square feet, to support operations in Pennsylvania for $1000.00 per month, inclusive of taxes, operating expenses for the common area of the building.  We also leased, for an initial 12 month period, a 2100 square foot building in Delray Beach, Florida for laboratory operations at a cost of $1600 per month, inclusive of taxes, operating expenses for the common area of the building.   ITEM 3. LEGAL PROCEEDINGS.  In January, 2007, Susan Norris (SNorris) filed a complaint against Geotec, Florida Atlantic Stock Transfer, Inc., Bradley Ray and William Richard Lueck, in the 15th Circuit Court, Palm Beach County, Florida, Case No: 50 2007 CA 001040XXXXAH, seeking damages in an amount in excess of $15,000 for failing to convey 172,000,000 shares of Geotec stock to Deerfield Enterprises, Inc. (Enterprise), alleging, among other things, that Enterprise transferred 700,000 tons of coal to Geotec.  In their answer, Defendants allege that Plaintiffs never transferred or caused to be transferred 700,000 tons of coal, or any other amount of coal, to Geotec, and that the Plaintiffs cannot prevail based on that fact alone.  Essentially, Geotec contends that neither SNorris, nor any person or entity acting on her behalf has ever tendered any consideration to Geotec for the 172,000,000 shares of its common stock that are the subject matter of the civil action.  SNorris also included Enterprise as a plaintiff in the lawsuit.  Enterprise shareholders holding a majority of the issued and outstanding shares of such company have executed and delivered a document to SNorris counsel advising that he and his law firm have no authority to represent Enterprise and demanding the law firms withdrawal from representation of Enterprise in the lawsuit.  The parties to the litigation are presently engaged in discovery.  Geotec intends to vigorously defend the claims asserted against it.  In April, 2007, Louis Baruch, Gerald Baruch and Michael DeBella filed a nine-count complaint against Richcorp, Inc. (Richcorp), William Richardson, Geotec, W. Richard Lueck, and Bradley Ray in the 15th Circuit Court for Palm Beach County, Florida, Case No: 50 2007 CA 006324XXXXMB, seeking damages in an amount in excess of $15,000 for failing to convey 25% of the stock of Richcorp. Richcorp is a party to certain agreements with Geotec, as previously reported in Geotecs public filings. Plaintiffs allege, among other things, that a contract that they drafted granted them rights to the stock for their successful introduction of several entities to Richcorp.  All defendants in the case have now answered the complaint and have denied liability.  Discovery will ensue over the next several months. We believe that the claim has little, if any, merit and we intend to vigorously defend the claim asserted by plaintiffs.  In 2007, Company vendor, Del Tank & Filtration Systems, Inc. commenced a civil action for breach of contract against the Company in the matter styled: Del Tank & Filtration Systems, Inc., a Division of Del Corporation v. Geotec, Inc.,No. 2007-6616 (Dist. Ct. Lafayette Parish, La.).  Although the Company has received correspondence from counsel for the plaintiff, the Company does not believe that it has ever been properly served with process regarding the civil action.  On March 15, 2008, the district court entered a default judgment against the Company in the amount of $175,159.33, plus additional per diem rental sums.  As of March 26, 2008, plaintiff contended that the amount due and owing on the judgment was $346,558.19.  The Company intends to contest the entry of the judgment for insufficient service of process.  On November 1, 2007, the Miami, Florida Southeast Regional Office of the U.S. Securities and Exchange Commission (SEC or Commission) sent letters to the Company, its Chief Financial Officer, Stephen Chanslor (Chanslor), Chief Executive Officer, Bradley T. Ray (Ray) and former Company executive, W. Richard Lueck, indicating that as a result of its informal investigation styled Geotec Thermal Generators, Inc.,(FL-3157), that the staff of the Miami Regional Office would recommend enforcement action against the Company and the aforementioned individuals.  The SEC letter to the Company alleges violations of Sections 10(b), 13(a), 13(b)(2)(A)  9   Link to Table of Contents  and 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act), and Rules 10b-5, 12b-20, 13a-1, 13a-11 and 13a-13 promulgated thereunder. The Commission Staff further alleges that Mr. Ray aided and abetted Geotecs violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Commission staff advised Geotecs counsel that the allegations emanate from the Companys Form 10-KSB for the period ending December 31, 2004 and Forms 10-QSB for the periods ending March 31, 2005 and September 30, 2005, respectively, as filed with the Commission via the EDGAR system.  The Commission staff further advised that they intended to seek officer and director bars in any enforcement action.  The letters invited the Company, Messrs. Chanslor, Lueck and Ray to submit written statements regarding the staffs allegations.  These written statements are generally referred to as Wells Committee Submissions.  The Company and management have retained legal counsel who made Wells submissions on their respective behalves in December 2007, responding to the staffs allegations.  Among the allegations made by the Commission staff are that the Company filed its Forms 10-QSB for the periods ending March 31, 2005 and September 30, 2005 without independent auditors review (its previous auditors resigned in April 2005 after filing of the 2004 Form 10-KSB) and, that the Company misrepresented the status of Mr. Chanslor as a licensed certified public accountant, when his license in the State of Texas was not active due to unfulfilled professional continuing education requirements.  The Company has taken the remedial action of having the aforementioned Forms 10-QSB reviewed by their current independent auditors in connection with filing of the Companys Form 10-KSB for the period ending December 31, 2005 and the 2005 Quarterly periods were restated as part of the 2006 quarterly Form 10-QSB filings, as filed with the Securities and Exchange Commission.  The Company also has referenced in the Wells Submission that former management of Geotec was responsible for filing of the Form 10-KSB for 2004 that is the subject of the Commission staffs allegations.  Furthermore, the Company has advised that current Chief Executive Officer, Bradley Ray, suffered a heart attack shortly after accepting his management position with the Company and soon thereafter underwent open-heart surgery and was under doctor's care for the remainder of calendar year 2005.  The Company disputes the remaining allegations made by the Commission staff but, is prepared to continue to cooperate with the Commission in an effort to resolve the matter.  Any litigation the SEC may initiate against either the Company or Mr. Ray or both may have adverse effects on the Companys future prospects and activities.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.  PART II   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  Our common stock was formerly quoted on the OTCBB under the symbol "GETC" but was de-listed when we failed to timely file our Form 10-Q for the period ending March 31, 2006 as well as our Form 10-K for year-end 2005. The following table sets forth the high and low closing sale prices for our common stock as reported on the OTCBB for our last two fiscal years. These prices do not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.   Fiscal 2005HighLowFirst quarter ended March 31, 2005$0.20$0.12Second quarter ended June 30, 2005$0.20$0.12Third quarter ended September 30,2005$0.18$0.11Fourth quarter ended December 31, 2005$0.14$0.06Fiscal 2006First quarter ended March 31, 2006$0.44$0.05Second quarter ended June 30, 2006$0.19$0.05Third quarter ended September 30, 2006$0.11$0.04Fourth quarter ended December 31, 2006$0.08$0.02  10   Link to Table of Contents    On December 31, 2006, the last reported sale prices of the common stock on the OTCPK were $0.05 per share. As of December 31, 2006 there were approximately 98 shareholders of record of the common stock.  DIVIDEND POLICY  We have never declared or paid any cash dividends on our common stock. We currently expect to retain future earnings, if any, to finance the growth and development of our business.  RECENT SALES OF UNREGISTERED SECURITIES  We previously reported that we had sold 16,500,000 shares (uncertificated) in a private placement to Dr. Arthur Gottmann, for $2.2 Million, and that the Company had received $1.2 million of these funds, with a note for the remainder of the $1.0 Million that was to be paid by the end of 2006.  As of December 31, 2006, the stock subscription receivable balance was $940,000.  Subsequently, it became apparent that portions of the multi-party transaction involving an entity known as Kodiak Productions (Kodiak) could not be performed and thus, Dr. Gottmann would not receive the consideration he bargained for in exchange for his capital contributions to Geotec.  Accordingly, we revised the capital transaction with Dr. Gottmann in January 2007 to provide for future issuance of an additional 2,500,000 shares of Geotec common stock to him in exchange for his tender of the remaining balance of the aforementioned stock subscription receivable to the Company.  As of the date of this annual report, the additional 2,500,000 shares of Geotec common stock have not been issued to Dr. Gottmann.  On August 1, 2005, we entered into an agreement (amended and restated on May 12, 2006) with Richcorp, Inc. (Richcorp), pursuant to which we purchased certain assets owned by Richcorp.  As consideration for the asset purchase we issued ten thousand (10,000) shares of our Class A Convertible Preferred Stock (face value $10.00 per share) (the Preferred Shares) to Richcorp with stock conversion exchange dates of August 1, 2006, August 1, 2007 and August 1, 2008.  The preferences relating to the Preferred Shares are summarized on each certificate representing such shares and entitle Richcorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of our common stock (the Minimum Shares) and up to a maximum of 21 million (21,000,000) restricted shares of our common stock (the Maximum Shares) based upon the EBITDA criteria set forth below.  Conversion of the Preferred Shares may be deferred at the option of the Richcorp and its principals until November 1, 2007 or November 1, 2008.  As of the execution of the Agreement, 3,500,000 restricted shares of the Buyer’s common stock (1⁄3 of the Minimum Shares) were deemed “earned” and are available for conversion, as referenced above.  The balance (7,000,000 shares of our common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year.  On a pro rata basis, shares of our common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year.  The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year.  The total number of shares of our common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.  As of the date of this filing, no additional shares have been earned.  On November 1, 2005, we entered into an agreement (amended and restated on May 12, 2006) with Richcorp, Inc. (Richcorp), pursuant to which we purchased enzyme technology referenced herein that was owned by Richcorp.  As consideration for purchase of the enzyme technology, we issued ten thousand (10,000) shares of our Class A Convertible Preferred Stock (face value $10.00 per share) (the Preferred Shares) to Richcorp with stock conversion exchange dates of November 1, 2006, November 1, 2007 and November 1, 2008.  The preferences relating to the Preferred Shares are summarized on each certificate representing such shares and entitle Richcorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of our common stock (the Minimum Shares) and up to a maximum of 21 million (21,000,000) restricted shares of our common stock (the Maximum Shares) based upon the EBITDA criteria set forth below.  Conversion of the Preferred Shares may be deferred at the option of the Richcorp and its principals until November 1, 2007 or November 1, 2008.  As of the execution of the Agreement, 3,500,000 restricted shares of the Buyers common stock (1⁄3 of the Minimum Shares) were deemed “earned” and are available for conversion, as referenced above.  The balance (7,000,000 shares of our common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year.  On a pro rata basis, shares of our common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year.  The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty  11   Link to Table of Contents  million dollars ($40,000,000.00) per year.  The total number of shares of our common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.  As of the date of this filing, no additional shares have been earned.  The parties to the Asset Agreement and the Technology Agreement have agreed that all of the Preferred Shares and restricted common stock of the Company earned and obtained upon conversion under the two agreements shall be subject to the same restrictive transfer terms and conditions of Geotecs share lock up agreement, which extends for 5 years, until April 30, 2010, as filed with the United States Securities and Exchange Commission via the EDGAR system.  The parties agreed that the share lock up agreement and provisions of the Asset Agreement and the Technology Agreement prohibit transfer of the Preferred Shares and the restricted common stock of the Company earned and obtained upon conversion for a period of five years until April 30, 2010.  The shares of Company preferred stock identified in this item were issued pursuant to Section 4(2) of the Securities Act of 1933.  The shares of preferred stock were issued in a private transaction and the purchaser is a sophisticated investor.  On January 31, 2007 we issued 173,400,000 shares of our restricted common stock to White Knight Holdings, LLC, a Florida limited liability company, of which Bradley T. Ray (CEO of Geotec) is a member with exclusive control over the voting rights of all issued and outstanding membership units.  The shares of common stock were issued in connection with the Companys execution of an Assignment Agreement with White Knight to acquire 700,000 tons of coal as a replacement for the 700,000 tons of coal that was to have been provided from a prior agreement with Deerfield Enterprises, Inc. (a related party).  The Assignment Agreement required the Company to issue 346,800,000 shares of the Companys common stock in exchange for White Knights obligations under such agreement.  At the time of execution of the Assignment Agreement, the Company did not have an adequate number of authorized shares of common stock to complete this agreement and has since amended its Articles of Incorporation increasing the number of authorized shares of common stock.  On May 15, 2008, the Company issued the balance of the shares due under the Assignment Agreement (173,400,000) to White Knight.  The shares of Company common stock identified in this item were issued pursuant to Section 4(2) of the Securities Act of 1933.  The shares of common stock were issued in a private transaction and the purchaser is a sophisticated investor.  On May 9, 2008, we entered into an investment banking agreement (the Agreement) with StoneGate Partners, LLC (StoneGate), a broker-dealer based in Boston, Massachusetts.  StoneGate has agreed to serve as the exclusive placement agent for Geotec in connection with capital raising activities to finance Geotecs operations, including projects involving Geotecs proprietary protein/enzyme product.  As part of the transaction, Geotec has issued a warrant (the Warrant) to StoneGate for the purchase of up to $25,000,000 worth of Geotecs restricted common stock.  The Warrant is for a period of 10 years and identifies various strike prices at which conversion rights may be exercised.  Also, StoneGate will be entitled to receive a cash fee equal to 7% of the aggregate donsideration received by Geotec or by the Project, plus a cash fee equal to 1% of the aggregate consideration for StoneGates estimated expenses associated with such transaction.  In the event StoneGate is not able to raise the requisite capital or organize a syndicate of investment banks or broker-dealers for a transaction within 180 days of the date of a subject engagement, Geotec shall be permitted to engage one or more investment banks directly to raise such capital; provided that StoneGate shall be entitled to a fee equal to the greater of: (i) one percent (1%) of the aggregate consideration received by Geotec or by the Project in connection with the transaction and (ii) the maximum amount permitted by applicable law; provided further that StoneGate shall serve as the syndicate director for such transaction.  Also, Geotec and StoneGate agree that for each project for which StoneGate raises capital, Geotec and StoneGate or its nominees shall share pari passuGeotecs interest in such project on a 50/50 basis.  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS  The following table sets forth securities authorized for issuance, under equity compensation plans, including individual compensation arrangements, by us under our 2004 Stock Option Award Plan and any compensation plans not previously approved by our stockholders as of December 31, 2006.     12   Link to Table of Contents  (a) (b) (c) Number of Weighted Number of securities to be average securities remaining issued upon exercise available for future exercise of price of issuance under equity of outstanding outstanding compensation plans options, warrants options (excluding securities Plan and rights warrants reflected in column (a))   and rights   (a) (b) (c)  2004 Stock Option Award Plan 0 $-0- -0-  Equity compensation plans not approved by stockholders 0 $-0- -0-   ITEM 6.  SELECTED FINANCIAL DATA  Because we are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide the information required by this Item.   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.  (a) Plan of Operation. Supportive Technologies for Coal Refinement.Coal Biorefining and Use of Enzymes/Proteins: We entered into agreements with Richcorp, Inc. (Richcorp) whereby we acquired Richcorps proprietary protein/enzyme formulations to use in our coal biorefining process.  Geotec has 140 proteins that perform various functions to recover or increase the value of hydrocarbons, such as oil or coal.  Geotec enzyme/proteins are a specifically blended liquid that will reduce hydrocarbons and organic metal compounds such as mercury, sulfur and arsenic upon contact when applied to impacted soils, surfaces and groundwater. These enzyme/proteins have been successfully used in the "catalytic conversion" of organic environmental contaminants with minimal effort and application techniques. When applied to impacted soil, a minimal reaction time renders the contaminant irreversibly altered and the contaminant, if hazardous, no longer possesses its chemical fingerprint. The compound that forms is an organo-protein residue with the consistency and makeup of equivalent to the soil or earth of any processed feedstock. Treated soils are rendered more amenable to reclamation. Geotec enzyme/proteins are a blend of environmentally friendly compounds, which display no hazardous waste characteristics either by ignitability, corrosivity or reactivity. These enzyme/proteins are not altered chemically and will not form harmful intermediates when blended with hazardous chemicals. Geotec enzyme/proteins conform to non-hazardous substances defined under the Clean Water Act, RCRA, the Clean Air Act, and TSCA. It is not a carcinogen and is not listed on OSHA, IARC, or NTP Monograms. It also passes the 48-hour Acute Toxicity Bioassay for fingerling trout. GASIFICATION  Among the uses for our coal assets is gasification.  Gasification is a process that converts any carbon containing material into a synthesis gas composed primarily of hydrocarbon gases. This gas can be used as a fuel to generate electricity or steam, or a basic chemical building block for a large number of uses in the petrochemical and refining industries.   Gasification adds value to low or negative-value feed stocks by converting them to marketable fuels and products.  In furtherance of our Green Energy business model, we entered into a contract to obtain the mining rights to various quantities of coal in 2005 and purchased a promissory note in the amount of $400,000 due from Lancaster  13   Link to Table of Contents  International, Inc. (Lancaster) and Consolidated Resources Group (CSRG). The promissory note served as consideration for an agreement that the Company would receive a permit and bond issued by the State of Illinois to wash and process certain quantities of laid up coal located near Cuba, Illinois.  Lancaster and CSRG did not obtain the bond and permit prior to December 1, 2005 and defaulted on the agreement. Thereafter we transferred and assigned all of our contractual rights to the Illinois coal for the value invested in such coal rights to Universal Coal, LLC, a Florida limited liability company (Universal).  Universal is owned by Bradley Ray, Chief Executive Officer of Geotec.  Universal has given the Company a promissory note based on the cost of coal subject to the contractual coal rights, secured by coal that ultimately may be derived from such coal rights. The note is to be repaid from the receipts of proceeds from the sale of coal ultimately derived from such coal rights.  On December 25, 2005 we entered into an agreement with Stone Mountain Development Company, a Pennsylvania general partnership (Stone Mountain), to acquire coal from various sites near Pittsburgh, Pennsylvania. As of the dated of this annual report, we have not received any coal from Stone Mountain and do not expect to receive any coal from such entity at any time in the future.  The contractual obligation of Stone Mountain provided us with means to satisfy a coal futures sale transaction that also involves the purchase of shares of Urban Television Network Corporation preferred stock in the third quarter of 2005.  The preferred shares convert to a maximum of 49% of the common stock of Urban Television Network Corporation (URBT).  The Company may not have adequate cash or resources to mine, process and/or deliver coal to URBT and therefore, the Company may not be able to take advantage of its contractual rights to these assets.  The Stone Mountain agreement referenced above was to provide an alternative source to replace the coal that was due to Geotec from Deerfield Enterprises, Inc. (Deerfield), a company principally owned by Bradley Ray, Chief Executive Officer of Geotec, an employee of Geotec, James McConnell and our primary investor, Dr. Art Gottmann, under the terms of a prior contract with Deerfield. Deerfield has been unable to fulfill its contractual obligation to the Company due to its inability to acquire title to and deliver coal from the location originally contemplated by Deerfield. Accordingly, we rescinded the agreement with Deerfield due to its failure to provide any consideration for the transaction.  The contractual rights to quantities of Illinois coal were returned to Deerfield Enterprises, Inc.  On December 27, 2005, we entered into an agreement for the acquisition of 20 million tons of refined coal from Ecotec Coal, LLC, a Florida limited liability company (Ecotec) managed by Green Energy Management, LLC (Green Energy).  Both Ecotec and Green Energy are entities controlled by Bradley Ray, Chief Executive Officer of Geotec.  The agreement with Ecotec provides that it will sell quantities of refined coal exclusively to us at a price of $18.50 per ton.  As of the date of this annual report, no quantity of coal has been physically transferred from Ecotec to Geotec.  It is our goal to sell refined coal that we expect to be derived from the Ecotec agreement to various end users to generate revenue for the Company.  If we are able to obtain capital or revenues from the sale of coal or our technology, we plan to purchase quantities of refined coal from various parties throughout 2008 and beyond for our customers, which include power companies and other end users of refined coal.  On January 31, 2006, we made the initial payments for the acquisition of mineral rights for five (5) asphaltite mines (containing high volatile resource materials) in the Neuquen Province of Argentina. Beginning in January 2006, the Company was obligated to pay $2,000 per month through March 2006 at which time the payments increased to $3,000 per month. We previously obtained mineral rights for two asphaltite mines from Richcorp in 2005. Accordingly, we now have ownership rights to seven (7) asphaltite mines.  The preliminary reports reveal that the asphaltite reserves are contained on or in land comprising about 7,000 acres in the Neuquen Province of Argentina. As of December 31, 2006, we were delinquent in our monthly payments.  We remain delinquent in our payments as of the date of this annual report but the properties are not in foreclosure.  Until the 1960's coal was the single most important source of the world's primary energy. In the late 1960's it was overtaken by oil; but it is forecast that coal, could again become the major primary energy source at some stage during the first half of this century. (World Coal Institute, 1999).  Many technologies have been used with hydrocarbons, to increase the use, form or caloric output of coal, gas and oil.  We are pursuing several technologies that will maximize the profits and minimize the reclamation costs of its coal. These multiple profit streams will be a major focus of our business operations and may include other coal/hydrocarbons made available to us.  We also intend to pursue the direct sale of coal to power plants and power companies.  14   Link to Table of Contents  Coal is the most widely used electrical energy producing fuel in the world.  Coal that does not meet certain standards is discarded into waste areas.  More than 2 billion tons of coal is contained in more than 700 eastern US waste (slurry) ponds and (gob) piles.  Historically, Eastern coal used for electric power generation has sold for about $35-55 per ton. The current spot price is in excess of $135 per ton.  Clean Coal is sold as high as $116-175 per ton and Ultra Clean Coal is sold as high as $185 per ton. Today, coal is used to produce over 55% of the electricity in the United States. The United States is the second largest producer of coal at about 1.3 billion tons per year.  China produces about 3.0billion tons per year and India and Russia are the next largest producers with about 1/3 of the United States production.  Coal usage has increased about 7% per annum, and it is expected to continue at this rate. Coal is a commodity with spot prices based upon location, and availability.  Illinois basin coal spot prices are in the range of $85 per short ton, while eastern coal and Powder River Coal are in the range of $135 and $15 per short ton. Canadian coal sold overseas for steel mills has recently been selling approximately for $200 per short ton, as is coal exported to the Far East, at even higher prices. We are focusing our business efforts on Green Energy production and use of BTU output or conversion of the caloric content of hydrocarbons, through several technologies, which includes the use of our coal assets.  Coal prices should remain at their current levels, or move higher based upon increasing usage in China and India, as well as other emerging countries and the more recent increase in oil and gas prices. Distribution of our refined coal will occur through agreements with our customers and traditional transportation methods utilized by the coal industry. These methods include, transporting by ship, barge, rail way and over the road trucking.  On January 27, 2006, we received coal washing test results from SGS Commercial Testing & Engineering Co. of Denver, Colorado, which provided independent verification and validation that chemical modification of the Pennsylvania coal utilizing our proprietary recombinant protein/enzyme technology (acquired from Richcorp) increased the commercial value of such coal. We believe that test results from the chemically processed coal demonstrate that the processed coal qualifies as Refined Coal as such term is defined in Section 45 of the Internal Revenue Code of 1986, as amended.  The results showed a 15.6 % increase in Btu per lb. to 13,209 Btu; a decrease in Ash of 58% to 7.33% and a 20.2% decrease in lb. S02/mm Btu.  On March 3, 2006, we executed a purchase order agreement with Island Sales Limited, a Pennsylvania corporation whereby we agreed to sell 500,000 tons of Pennsylvania processed clean coal to Island Sales between April and December 2006, at the price of $47.10 per ton, subject to processing and delivery specifications. We have not been able to process and deliver this amount or any amount of coal and therefore, are in default of this contract.  In connection with our Green Energy business model, we have designed, co-manufactured and tested a small batch processing coal bio-refinery with TecEnergy Pennsylvania, Inc. (TecEnergy), a Consolidated Energy & Technology Group, Inc. subsidiary. The coal bio-refinery was designed to utilize our enzyme/protein technology to produce clean coal from waste coal.  Our enzymes/proteins are part of an enabling technology that can economically bio-refine hydrocarbons (coal and oil) to remove contaminants such as ash, arsenic, mercury, sulfur and other heavy metals to increase the value of the coal or oil.  In addition, heavy or long chain hydrocarbons, such as are contained in sludge or coal, can be bio-chemically modified to increase the value of the coal feedstock.  An independent laboratory obtained the following comparative test results:  Waste Coal (Dry Basis Pre-treatment)Waste Coal (Dry Basis Post-treatment)Btu/Lb7,30212,009Ash46.75%19.24%Sulfur0.63%0.82%  Independent laboratory testing results confirm that our technology bio-chemically transformed the waste coal by causing a substantial decrease in the level/volume of ash and other contaminants. We are now designing continuous flow bio-refineries, as operational volume manufacturing units intended to process 100-1000 tons per hour.  These  15   Link to Table of Contents  continuous processing bio-refineries have multi-staged processing capabilities that are projected to facilitate further reduction in ash, or other coal contaminates such as sulfur, mercury, arsenic or other heavy metals.  These bio-refinery units are part of our process to remediate soil that has been mixed with the contaminating laid-up coal.  We intend to utilize a specific type of enzyme/protein that is designed to sequester and eliminate hydrocarbon contamination (and the by-products thereof) and alter the soil to Environmental Protection Agency acceptable hydrocarbon levels.  Our enzyme/protein technology comprises over 140 specific proteins that perform various biochemical processes on hydrocarbons, their by-products and metal contaminants.  The technology can tailor coal or other hydrocarbons, as well as transform solid fuels to liquid fuels. The processes vary depending on the starting feedstock, and the desired end product and value of that end product.  We are currently conducting business operations in the Commonwealth of Pennsylvania in cooperation with TecEnergy.  We have recently entered into a Commodity Purchase Agreement with TecEnergy to acquire up to 100,000,000 tons of mined coal controlled by TecEnergy. We intend to serve as a vendor of our enzyme/protein technology and sell the enzyme/protein product to TecEnergy, Ecotec and possibly other entities for use in processing waste coal.  These enzyme/protein product sales, processing of waste coal with the enzyme/protein product and the resulting chemical transformation of waste coal should enable Ecotec to perform its contractual obligations to provide us with refined coal at $18.50 per ton.  Our goal is to identify end users of refined coal (such as power companies) and enter into sales agreements to generate revenues and profits for the Company.  Provided that we achieve desired testing results with the enzyme/protein technology, we may be able to sell refined coal directly to NYMEX.  The Commonwealth of Pennsylvania has published that approximately 250,000 acres of the Commonwealth are contaminated with waste coal sites.  It is estimated that this represents several billion tons of coal that has been laid up on these sites since the early 1900s.  In addition to our cooperative business activities with TecEnergy and Ecotec, our goal is to seek out and obtain additional waste coal resources to process into refined coal for commercial exploitation as discussed above.  On April 8, 2008, we entered into a Master Development Agreement (the Agreement) with TTI Technologies, Inc. (TTI) of Omaha, Nebraska (jointly referred to as the Parties), regarding further development of Geotecs proprietary enzyme/protein technology (the Technology).  The Parties contemplate that the Technology will be utilized in connection with bio-refinery units (each, a Facility) for the recovery of saleable coal or any other substance recovered from a designated site that creates revenue from the sale of gob, culm, lignite, or other lower grade or dirty coals or carbon fly ash and for the remediation of soils (the Process).  Each Facility will be established to process 20 million tons of coal.  The Agreement is for a term of ten (10) years and contemplates two separate scenarios involving the construction and operation of Facilities.  For a period of 12 months following the date of the Agreement, regarding projects identified and proposed by Geotec, TTI will advise and assist Geotec in the further development of the Process and in the procurement and construction of the initial equipment for a commercial scale Facility.  Geotec has granted a right of first refusal to TTI or one of its affiliates (which may be exercised after the initial 12-month term of this Agreement) to render certain management, administrative, operational and support services in connection with the operation of each Facility controlled by Geotec.  Geotec has granted TTI the right to establish at one or more locations selected and acquired by TTI, up to ten (10) projects utilizing Geotecs proprietary Technology and the Process.  Under this scenario, Geotec will be paid its production costs for the Technology plus one dollar ($1.00) per ton of saleable product generated from the Process.  Additionally, Geotec will receive a portion of the Net Revenues derived from the TTI projects.  In addition to the generation of revenue, the Parties expect that the Process will generate tax credits under Section 45 of the Internal Revenue Code of 1986, as amended.  TTI has substantial experience in connection with the monetization or operation of facilities producing in excess of 40 million tons of solid synthetic fuel (from coal) intended to generate tax credits under Section 29 (now Section 45K) of the Internal Revenue Code.   16   Link to Table of Contents  The Agreement references two related agreements, the forms of which are attached as exhibits to the Agreement. These related agreements include an operating agreement and a supply agreement regarding the operation of each Facility by TTI and/or one of its affiliates and the supplying of the Technology to each Facility by Geotec, respectively.  The related agreements will be executed by the Parties upon commencement of each project utilizing a Facility and the Process.  As of the date of this annual report we have not commenced operations with TTI on any specific project.  On May 9, 2008, we entered into an investment banking agreement (the Agreement) with StoneGate Partners, LLC (StoneGate), a broker-dealer based in Boston, Massachusetts.  StoneGate has agreed to serve as the exclusive placement agent for Geotec in connection with capital raising activities to finance Geotecs operations, including projects involving Geotecs proprietary protein/enzyme product.  StoneGate also has agreed to act as the lead investment banker for up to 10 projects with Geotec involving the construction and operation of hydrocarbon bio-refinery facilities designed to generate tax credits under Section 45 of the Internal Revenue Code.  The Company estimates that the startup costs for each bio-refinery facility will be approximately $10,000,000.  As part of the transaction, StoneGate will be entitled to receive a cash fee equal to 7% of the aggregate consideration received by Geotec or by the Project, plus a cash fee equal to 1% of the aggregate consideration for StoneGates estimated expenses associated with such transaction.  In the event StoneGate is not able to raise the requisite capital or organize a syndicate of investment banks or broker-dealers for a transaction within 180 days of the date of a subject engagement, Geotec shall be permitted to engage one or more investment banks directly to raise such capital; provided that StoneGate shall be entitled to a fee equal to the greater of: (i) one percent (1%) of the aggregate consideration received by Geotec or by the Project in connection with the transaction and (ii) the maximum amount permitted by applicable law; provided further that StoneGate shall serve as the syndicate director for such transaction.  Also, Geotec and StoneGate agree that for each project for which StoneGate raises capital, Geotec and StoneGate or its nominees shall share pari passuGeotecs interest in such project on a 50/50 basis.  Finally, Geotec has issued a warrant (the Warrant) to StoneGate for the purchase of up to $25,000,000 worth of Geotecs restricted common stock.  The Warrant is for a period of 10 years and identifies various strike prices at which conversion rights may be exercised.  StoneGate helps its clients achieve their goals by providing a variety of financial advisory services, including raising private capital and selling and buying businesses.  StoneGate works extensively with its network of investors, including high net worth individuals, family offices, venture capital and private equity firms, banks and other institutional investors, to enable its clients to realize their objectives.  StoneGate has extensive experience assisting its clients in the energy, real estate and technology industries.  As of the date of this annual report, we have not commenced the construction or operation of any hydrocarbon bio-refinery facility pursuant to our agreement with StoneGate and have not received any funding of any type from such entity.  On June 6, 2008 we executed an agreement with GreenCoal, LLC (GreenCoal) of Lewistown, Illinois, to enter into a joint business venture to facilitate the acquisition of coal sites and initiate abio-refining process for the sale of coal hydrocarbons located in Illinois, Indiana and Kentucky, as well as other sites to be determined.  The joint venture agreement provides, among other things, that Geotecs proprietary enzyme/protein technology will be applied to one or more sites identified by GreenCoal, LLC through bio-refinery units owned by Ecotec Coal, LLC.  Each Ecotec facility will be comprised of bio-refinery units for the generation of revenues through the sale of bio-refined coal and the production of tax credits by reducing sulfur and nitrogen oxides and heavy metals pursuant to Section 45 of the Internal Revenue Code.  As of the date of this annual report, we have not commenced operations at any hydrocarbon bio-refinery facility in furtherance of our agreement with GreenCoal.     17   Link to Table of Contents  RESULTS OF OPERATIONS  General and administrative expenses decreased from $225,663 for the year ended December 31, 2005 to $214,443 for the year ended December 31, 2006, a decrease of $11,220. The decrease in general and administrative expenses was mainly due to the decrease in investor relations expense.  Professional fees increased from $182,723 during 2005 to $281,560 during 2006, an increase of $98,837.  The increase in professional fees is mainly due to increased accounting fees in connection with audit and review charges for the Securities and Exchange Commission filings.  Compensation expense decreased from $2,042,413 in 2005 to $1,115,794 in 2006, a decrease of $926,619.  The decrease is mainly due to the decrease in stock compensation expense.  Bad debt expense decreased from $586,091 in 2005 to $0 in 2006, a decrease of $586,091.  The decrease was mainly due to the costs associated with the efforts to obtain the coal permit in Illinois, as paid to Lancaster International, Inc. and Consolidated Resource Group, Inc. in 2005 that did not recur in 2006.  Interest expense for the year ended December 31, 2005 was $15,719 compared to $26,644 for the year ended December 31, 2006, an increase of $10,925.  The increase in interest expense is due to the payment of interest on a loan to the Company by an individual, related party.  Impairment of intangible asset decreased from $3,150,000 in 2005 to $0 in 2006.  The decrease was due to the Company purchasing some technology that was considered to be impaired as of December 31, 2005, without a similar occurrence in 2006.  Impairment of asset rights and interests decreased from $612,500 in 2005 to $0 in 2006.  The decrease is due to the Company purchasing some mineral rights and interests, which are considered to be impaired at December 31, 2005, without a similar occurrence in 2006.  LIQUIDITY AND CAPITAL RESOURCES  For the year ended December 31, 2006, the Company had an increase in cash of $274,768.  The Company financed its operations through the proceeds from the collection of the stock subscription receivable of $90,000, a loan from a related party of $350,000 and the sale of common stock of $180,000.  The Company offset the cash received by using it in operations of $571,298.  The report of the independent auditors on the Company's financial statements as of December 31, 2006 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 revenues and has an accumulated deficit of ($16,632,318). The Company anticipates that its use of cash will be substantial for the foreseeable future.  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.  (c) Off Balance Sheet Arrangements.  None.   ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Because we are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide the information required by this Item.       18   Link to Table of Contents  ITEM 8. FINANCIAL STATEMENTS  Our financial statements are contained herein commencing on page F-1, which appears at the end of this annual report.    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None.   ITEM 9A. CONTROLS AND PROCEDURES.  ITEM 9A(T).  CONTROLS AND PROCEDURES.  (a) Managements Conclusions Regarding Effectiveness of Disclosure Controls and Procedures and Annual Report on Internal Control Over Financial Reporting.  The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  With respect to the fiscal year ending December 31, 2006, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and internal controls over financial reporting, as defined in Rules 13a-15(e) and (f) and 15d-15(e) and (f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based upon our evaluation regarding the fiscal year ending December 31, 2006, the Companys management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures and internal controls over financial reporting were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission (SEC) reports due to the Companys limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.  The Companys management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  This Annual Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this Annual Report.  This report on internal controls over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.    19   Link to Table of Contents   (b) Changes in Internal Controls.  There have been no changes in the Companys internal control over financial reporting during the period ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.   ITEM 9B. OTHER INFORMATION.  None.   PART III   ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  EXECUTIVE OFFICERS AND DIRECTORSNAMEAGEPOSITIONYEAR FIRST
BECAME DIRECTORBradley T. Ray57Chief Executive Officer2005Stephen D. Chanslor59Chief Financial Officer2005   Bradley T. Ray, 57, became the CEO and Chairman of the Company on April 1, 2005, upon the resignation of our former Chairman and President/CEO, W. Richard Lueck.  Mr. Ray joined the Company on March 1, 2005, as the Executive Vice President, Corporate Development. Mr. Ray was a corporate advisor providing consulting and management services since 1999, which included the formation of TecEnergy Ltd. OTC CGGE in 2001 and Branson Energy Inc. in 2002 and Branson Energy, Texas in 2002.  In 1999, Mr. Ray organized and headed the bidding process for V-99 an offshore oil and gas prospect field in Australia.  Stephen D. Chanslor, 59, joined the Company as its Chief Financial Officer on April 25, 2005. Mr. Chanslor previously worked as an Associate for Resources Connection, in Dallas, from 2003-2004, providing strategies for accounting, finance, internal audits, IT and Human Resources. From 1999-2002, Mr. Chanslor was the Vice President/Corporate Controller for Pillowtex Corporation where he was responsible for all accounting, planning and reporting as well as all SEC reporting and investor relations.  DIRECTORS COMPENSATION  We do not pay fees to directors for their attendance at meetings of the board of directors or of committees; however, we may adopt a policy of making such payments in the future. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.  DIRECTOR INDEPENDENCE, AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE FINANCIAL EXPERT  None of the members of our Board of Directors are independent within the meaning of definitions established by the Securities and Exchange Commission. Our directors were not involved in the formation of our company and have been added to our Board as a result of transactions we have undertaken in fiscal 2005, as in the case of Mr. Ray.  As a result of our limited operating history and minimal resources, small companies such as ours generally have difficulty in attracting independent directors. In addition, we will require additional resources to obtain directors and officers insurance coverage, which is generally necessary to attract and retain independent directors. As we grow, in the future our Board of Directors intends to seek additional members who are independent, have a variety of experiences and backgrounds, who will represent the balanced, best interests of all of our shareholders and at least one of which who is an audit committee financial expert described below.  20   Link to Table of Contents  Our Board of Directors has also not yet established an Audit Committee, and the functions of the Audit Committee are currently performed by the entire Board of Directors. At such time as we expand our Board of Directors to include independent directors, we intend to establish an Audit Committee of our Board of Directors. We are not currently subject to any law, rule or regulation, however, requiring that all or any portion of our Board of Directors, include independent" directors, nor are we required to establish or maintain an Audit Committee of our Board of Directors.  During the year, the Board of Directors voted to create a Board of Directors with seven Board members.  None of our directors is an 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 or Board of Directors 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; and (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements; and (d) understands internal controls over financial reporting; and (e) understands audit committee functions.  CODE OF ETHICS  We have adopted a Code of Ethics applicable to our principal Executive Officers. The text of this code of ethics may be found on our website at: www.geo-tec.net.  We intend to post notice of any waiver from, or amendment to, any provision of our code of conduct and ethics in our SEC filings and on our website.  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934, as amended, during the fiscal year ended December 31, 2006 and Forms 5 and amendments thereto furnished to us with respect to the fiscal year ended December 31, 2005, as well as any written representation from a reporting person that no Form 5 is required, we are not aware of any person that failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year ended December 31, 2006, other than indicated below:  Mr. Bradley T. Ray served as our Chairman and single Board member following the resignation of our former Chairman, W. Richard Lueck.   ITEM 11. EXECUTIVE COMPENSATION.  The following table summarizes all compensation recorded by us in each of the last two fiscal years for our Chief Executive Officer and each other executive officer serving as such (the Named Executive Officers) whose annual compensation exceeded $100,000. Awards Securities Name Other Underlying and principal Annual Stock Options/ Position Year Salary Compensations Awards SARS  Bradley T. Ray Chief Executive Officer (3) 2005 $208,000 $0 $0 $0 2006 $250,000 $0 $0 $0   W. Richard Lueck (1)(2) 2005 $83,250 $0 $0 $0  21   Link to Table of Contents    (1) Mr. Lueck served as our CEO from 1998 until his resignation May 6, 2005. Effective January 1, 1999, we entered into five-year employment agreement with Mr. Lueck that provided an annual base annual salary of $175,000; on October 1, 2000 our Board of Directors increased Mr. Lueck's annual base salary to $250,000. On March 31, 2001, Mr. Lueck agreed to a reduction in his annual base salary to $175,000. At December 31, 2003 we owed Mr. Lueck $467,228 in accrued but unpaid salary under his employment agreement. In February 2004, we issued him 2,214,492 shares of our common stock valued at $476,116 as payment for $438,069 of accrued but unpaid salary due under the employment agreement and reimbursement for $38,047 of expenses. During fiscal 2006 we continued to accrue Mr. Lueck's his base salary under the terms of the employment agreement. At December 31, 2006 we owed Mr. Lueck $262,503 in accrued but unpaid salary.  (2) In February 2003 Mr. Lueck was granted three-year options to purchase 500,000 shares of common stock with an exercise price of $.15 per share as additional compensation valued at $75,000.  Those options expired in February 2006.  (3) Bradley T. Ray was hired as CEO on March 1, 2005 and therefore had no salary in 2004.  Bradley Ray was entitled to 8,000,000 shares through his consulting agreement, and has assigned 3,166,487common shares to Delmer Gowing, III, and 3,833,333 common shares to Seamus Lagan, which were subsequently issued.  As of December 31, 2006, all of the 8,000,000 shares have been issued per the consulting agreement.  EMPLOYMENT AGREEMENTS  Our previous employment agreement with our former CEO, W. Richard Lueck, expired on December 31, 2004. Effective April 1, 2005, we entered into a five-year employment agreement with Mr. Lueck to serve as our President and CEO. As compensation, he was entitled to an annualized salary of $250,000 during the term of the agreement; this salary shall automatically increase to $1,000,000 annually at such time as we obtain monthly profits equal or greater than $10,000,000 per year. Mr. Lueck shall be entitled to participate in medical and other benefit plans we may offer. Under the terms of the agreement we are to provide Mr. Lueck with an automobile and reimburse him for gas, maintenance and insurance expenses, as well as reimbursing him for reasonable out-of-pocket expenses incurred by him in the performance of his duties. The agreement may be terminated in the event of Mr. Lueck's death or disability, or for cause as defined in the agreement. The agreement contains customary non-disclosure and non-compete provisions.  Mr. Lueck resigned as the CEO and President in favor of Mr. Ray and will continue to be employed in a non-officer/director to complete his employment obligations.  Effective March 1, 2005, we entered into a five-year employment agreement with Bradley T. Ray to serve as our Executive Vice President, Corporate Development.  Subsequently, Mr. Ray has accepted the position as CEO of the Company. As compensation he shall be entitled to an annualized salary of $250,000 during the term of the agreement; this salary shall automatically increase to $1,000,000 annually at such time as we obtain monthly profits equal or greater than $10,000,000 per year. Mr. Ray shall be entitled to participate in medical and other benefit plans we may offer. Under the terms of the agreement we are to provide Mr. Ray with an automobile and reimburse him for gas, maintenance and insurance expenses, as well as reimbursing him for reasonable out-of-pocket expenses incurred by him in the performance of his duties. The agreement may be terminated in the event of Mr. Ray's death or disability, or for "cause" as defined in the agreement. The agreement contains customary non-disclosure and non-compete provisions.  Effective April 1, 2005, we entered into a five-year employment agreement with Mr. Jim McConnell to serve as our Consultant, Corporate Development. As compensation he is paid an annual salary of $250,000 during the term of the agreement; this salary shall automatically increase to $1,000,000 annually at such time as we obtain monthly profits equal or greater than $10,000,000 per year. Mr. McConnell is entitled to participate in medical and other benefit plans we may offer and he is entitled to reimbursement for reasonable out-of-pocket expenses incurred by him in the performance of his duties. The agreement may be terminated in the event of Mr. McConnell's death or disability, or for cause as defined in the agreement. The agreement contains customary non-disclosure and non-compete provisions.    22   Link to Table of Contents  2004 STOCK OPTION PLAN  On July 22, 2004, our Board of Directors authorized and holders of a majority of our outstanding common stock approved and adopted our 2004 Stock Option Plan. The purpose of the plan is to encourage stock ownership by our officers, directors, key employees and consultants, and to give these persons a greater personal interest in the success of our business and an added incentive to continue to advance and contribute to us. We have currently reserved 10,000,000 of our authorized but unissued shares of common stock for issuance under the plan, and a maximum of 10,000,000 shares may be issued, unless the plan is subsequently amended (subject to adjustment in the event of certain changes in our capitalization), without further action by our Board of Directors and shareholders, as required. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Shares used for stock grants and plan options may be authorized and unissued shares or shares reacquired by us, including shares purchased in the open market. Shares covered by plan options which terminate unexercised will again become available for grant as additional options, without decreasing the maximum number of shares issuable under the plan, although such shares may also be used by us for other purposes.  The plan is administered by our Board of Directors or an underlying committee.  The Board of Directors or the committee determines from time to time those of our officers, directors, key employees and consultants to whom stock grants or plan options are to be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, the type of options to be granted, the dates such plan options become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price.  All other questions relating to the administration of the plan, and the interpretation of the provisions thereof and of the related option agreements, are resolved by the Board or committee.  Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified options. Our officers, directors, key employees and consultants are eligible to receive stock grants and non-qualified options under the plan; only our employees are eligible to receive incentive options. In addition, the plan allows for the inclusion of a reload option provision, which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares. Furthermore, compensatory stock grants may also be issued.  Any incentive option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the committee, provided that no option may be exercisable more than ten years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The exercise price of non-qualified options shall be determined by the Board of Directors or the Committee, but shall not be less than the par value of our common stock on the date the option is granted.  The per share purchase price of shares issuable upon exercise of a Plan option may be adjusted in the event of certain changes in our capitalization, but no such adjustment shall change the total purchase price payable upon the exercise in full of options granted under the Plan.  All incentive stock options expire on or before the 10th anniversary of the date the option is granted; however, in the case of incentive stock options granted to an eligible employee owning more than 10% of the common stock, these options will expire no later than five years after the date of the grant. Non-qualified options expire 10 years and one day from the date of grant unless otherwise provided under the terms of the option grant.  All plan options are nonassignable and nontransferable, except by will or by the laws of descent and distribution, and during the lifetime of the optionee, may be exercised only by such optionee. If an optionee dies while our employee or within three months after termination of employment by us because of disability, or retirement or otherwise, such options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of death or termination of employment, by the person or persons to whom the optionee's right under the option pass by will or applicable law, or if no such person has such right, by his executors or administrators.   23   Link to Table of Contents  In the event of termination of employment because of death while an employee or because of disability, the optionee's options may be exercised not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier, or in the event of termination of employment because of retirement or otherwise, not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier. If an optionee's employment by us terminates because of disability and such optionee has not died within the following three months, the options may be exercised, to the extent that the optionee shall have been entitled to do so at the date of the termination of employment, at any time, or from time to time, but not later than the expiration date specified in the option or one year after termination of employment, whichever date is earlier.  If an optionee's employment terminates for any reason other than death or disability, the optionee may exercise the options to the same extent that the options were exercisable on the date of termination, for up to three months following such termination, or on or before the expiration date of the options, whichever occurs first. In the event that the optionee was not entitled to exercise the options at the date of termination or if the optionee does not exercise such options (which were then exercisable) within the time specified herein, the options shall terminate. If an optionee's employment shall terminate for any reason other than death, disability or retirement, all right to exercise the option shall terminate not later than 90 days following the date of such termination of employment.  The plan provides that, if our outstanding shares are increased, decreased, exchanged or otherwise adjusted due to a share dividend, forward or reverse share split, recapitalization, reorganization, merger, consolidation, combination or exchange of shares, an appropriate and proportionate adjustment shall be made in the number or kind of shares subject to the plan or subject to unexercised options and in the purchase price per share under such options. Any adjustment, however, does not change the total purchase price payable for the shares subject to outstanding options. In the event of our proposed dissolution or liquidation, a proposed sale of all or substantially all of our assets, a merger or tender offer for our shares of common stock, the Board of Directors may declare that each option granted under the plan shall terminate as of a date to be fixed by the Board of Directors; provided that not less than 30 days written notice of the date so fixed shall be given to each participant holding an option, and each such participant shall have the right, during the period of 30 days preceding such termination, to exercise the participant's option, in whole or in part, including as to options not otherwise exercisable.  The Board of Directors or committee may amend, suspend or terminate the plan at any time. However, no such action may prejudice the rights of any holder of a stock grant or optionee who has prior thereto been granted options under the plan. Further, no amendment to the plan which has the effect of increasing the aggregate number of shares subject to the plan (except for adjustments due to changes in our capitalization), or changing the definition of "eligible person" under the plan, may be effective unless and until approved by our shareholder in the same manner as approval of the plan was required. Any such termination of the plan shall not affect the validity of any stock grants or options previously granted thereunder. Unless the plan shall previously have been suspended or terminated by the Board of Directors, the plan terminates on June 22, 2014.   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.  At December 31, 2006, there were 68,668,155 shares of our common stock issued and outstanding.  The following table sets forth, as of December 31, 2006, information known to us relating to the beneficial ownership of these shares by:  each person who is the beneficial owner of more than 5% of the outstanding shares of the class of stock; each director; each executive officer; and all executive officers and directors as a group.  The shares of our common stock issued and outstanding at December 31, 2006 excludes shares of our common stock we agreed to issue prior to that date or have issued or agreed to issue after that date as described elsewhere herein.  Unless otherwise indicated, the business address of each person listed is in care of 110 East Atlantic Avenue, Suite 200, Delray Beach, Florida 33444.  We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.  Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired by him within 60 days from December 31, 2006 upon the exercise of options, warrants, convertible securities or other understandings.  We determine a beneficial  24   Link to Table of Contents  owner's percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person and which are exercisable within 60 days of December 31, 2006 have been exercised or converted.  Name of Beneficial OwnerAmount and Nature of
Beneficial OwnershipPercentage of ClassBradley T. Ray (1)9,166,66713.34%All officers and directors9,166,66713.34%W. Richard Lueck (2)11,391,99216.59%Arthur W. Gottmann, M.D. (3)17,249,35125.12%   (1) As referenced above, we rescinded the Deerfield Enterprises agreement and accordingly, the shares issued but not delivered to Deerfield Enterprises are not included in the above table and have been cancelled.  Obligations under the Deerfield Enterprises agreement have been assigned to White Knight Holdings, LLC, a Florida limited liability company presently controlled by Mr. Ray. As a result of this assignment and subsequent to December 31, 2006, we issued 346,800,000 shares of our common stock to White Knight Holdings, LLC.  (2) Includes 7,350,000 shares of common stock owned by Honest Tee Control Trust of which Mr. Lueck is the trustee and 140,000 shares of common stock owned by Lucrative Company Trust for which he is the trustee.  (3) Includes 114,000 shares of common stock owned by IRO Management Trust of which Dr. Gottmann is the trustee.  As of the filing date of this annual report there are 415,391,107 shares of our common stock issued and outstanding.  As referenced in footnote (1) above, we recently issued 346,800,000 million shares to White Knight Holdings, LLC, an entity controlled by our CEO, Bradley T. Ray.   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  In January 2005, we entered into a two month consulting agreement with Bradley T. Ray under which he was engaged to provide us with introductions to business contacts and advice regarding asset utilization, asset acquisition, and merger or acquisition targets. We paid Mr. Ray $20,000 for his services and agreed to issue him 8,000,000 shares of our common stock at his discretion.  As of this report, Mr. Ray has assigned 600,000 shares of the 8,000,000 shares under his consulting agreement.  As a result of the transactions described below Mr. Ray is now an executive officer and principal shareholder of Geotec, however, at the time we entered into this consulting agreement he was an unaffiliated third party. The consulting agreement has now terminated and as described elsewhere in this annual report in March 2005, we entered into a five-year employment agreement with Mr. Ray.  We previously reported that in February 2005 we had sold 16,500,000 shares (uncertificated) in a private placement to Dr. Arthur Gottmann, for $2.2 Million, and that the Company had received $1.2 million of these funds, with a note for the remainder of the $1.0 Million that was to be paid by the end of 2006.  As of December 31, 2006, the stock subscription receivable balance was $940,000.  Subsequently, it became apparent that portions of the multi-party transaction involving an entity known as Kodiak Productions (Kodiak) could not be performed and thus, Dr. Gottmann would not receive the consideration he bargained for in exchange for his capital contributions to Geotec.  Accordingly, we revised the capital transaction with Dr. Gottmann in January 2007 to provide for future issuance of an additional 2,500,000 shares of Geotec common stock to him in exchange for his tender of the remaining balance of the aforementioned stock subscription receivable to the Company.  As of the date of this annual report, the additional 2,500,000 shares of Geotec common stock have not been issued to Dr. Gottmann. All shares were sold in private transactions exempt from registration under Section 4(2) of the Securities Act of 1933.   25   Link to Table of Contents  On October 4, 2006, the Company entered into an Assignment Agreement with White Knight Holdings, LLC (White Knight), a related party, to acquire 700,000 tons of coal as a replacement for the 700,000 tons of coal that was to have been provided from a prior agreement with Deerfield Enterprises, Inc. (a related party) in exchange for 346,800,000 shares of the Companys common stock.  At the time of the agreement, the Company did not have an adequate number of authorized shares of common stock to complete this agreement and has since amended its Articles of Incorporation increasing the number of authorized shares of common stock.  White Knight Holdings, LLC is owned and managed by Bradley Ray, Chief Executive Officer of the Company and other individuals.  On January 31, 2007, the Company issued 173,400,000 shares of its common stock to White Knight as partial consideration for performance under the aforementioned Assignment Agreement.  On May 15, 2008 we issued the remainder of the 173,400,000 shares to White Knight that were due under the Assignment Agreement.  On December 27, 2005, we entered into an Assignment Agreement with Universal Coal, LLC, a Florida limited liability company controlled by Mr. Ray.  Pursuant to the Assignment Agreement, we sold and assigned our contractual rights to all coal assets in Illinois and other unrefined raw materials in North America in exchange for our receipt of a promissory note from Universal.  Under the terms of the promissory note, Universal will pay us $3.95 per ton for the coal assets.  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.  The following table shows the fees that we paid or accrued for the audit and other services provided by Brimmer Burek & Keelan LLP for the 2006 fiscal year and 2005 fiscal year.  Fiscal 2006 Fiscal 2005 ----------- -----------  Audit Fees $ 98,177 $48,988 Audit-Related Fees 0 0 Tax Fees 0 0 All Other Fees 0 0 -------- ------- Total $98,177 $48,988 ======== =======  Audit Fees -- This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-QSB Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.  Audit-Related Fees -- This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.  Tax Fees -- This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.  All Other Fees -- This category consists of fees for other miscellaneous items.  Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2005 and 2006 were pre-approved by the entire Board of Directors.   26   Link to Table of Contents    ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.  The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:  EXHIBIT NO. DESCRIPTION (See numbered Footnotes below regarding each Exhibit)  3.1 Articles of Incorporation (1) 3.2 Articles of Amendment to the Articles of Incorporation (4) 3.3 Bylaws (1) 3.4 Articles of Amendment to the Articles of Incorporation re: Series B Convertible Preferred Stock (7) 10.1 Agreement for Exchange of Common Stock with Geotec Thermal Generators, Inc. (2) 10.2 2004 Stock Option Plan (3) 10.3 Custodian and Shareholder's Agreement (5) 10.4 Financial Services Consulting Agreement (5) 10.5 Loan Agreement, Promissory Note and Security Agreement between Deerfield Capital Consultants, Inc. and Consolidated Resources (5) 10.6 Consulting Agreement with Bradley T. Ray (5) 10.7 Stock/Commodity Exchange Agreement (6) 10.8 Commodity Purchase Agreement with FT Leasing & Financial, Inc. (10) 10.9 Share Exchange Agreement (11) 10.10 Technology Purchase Agreement (12) 10.11 Island Sales Limited Purchase Order (13) 10.12 Amended and Restated Asset Purchase Agreement (14) 10.13 Amended and Restated Technology Purchase Agreement (14) 10.14 Master Development Agreement with TTI Technologies, Inc. (16) 10.15 Investment Banking Agreement with StoneGate Partners, LLC (17) 10.16 Joint Venture Agreement with GreenCoal, LLC (18) 16.1 Letter on change in certifying accountant (8) 16.2 Letter on change in certifying accountant (9) 16.3 Letters on change in certifying accountant (15) 31.1 Section 302 Certificate of Chief Executive Officer * 31.2 Section 302 Certificate of Chief Financial Officer * 32.1 Section 906 Certificate of Chief Executive Officer * 32.2 Section 906 Certificate of Chief Financial Officer *  FOOTNOTES PERTAINING TO ABOVE EXHIBITS  (1) Incorporated by reference to the Form 10-SB as filed on June 6, 1999, as amended on November 30, 1999. (2) Incorporated by reference to the Report on Form 8-K as filed November 30, 1999. (3) Incorporated by reference to the registration statement on Form S-8, file number 333-117119, as filed on July 2, 2004. (4) Incorporated by reference to the Schedule 14C Information Statement filed on September 28, 2004. (5) Incorporated by reference to the Report on Form 8-K as filed on February 28, 2005. (6) Incorporated by reference to the Report on Form 8-K as filed on March 18, 2005. (7) Incorporated by reference to the Report on Form 8-K as filed on April 22, 2005. EX 10-1 Employment Agreement, W. Richard Lueck EX 10-2 Employment Agreement, Bradley T. Ray EX 10-3 Employment Agreement, Justin W. Herman EX 10-4 Employment Agreement, Jim McConnell (8) Incorporated by reference to the Report on Form 8-K as filed on April 28, 2005. (9) Incorporated by reference to the Report on Form 8-KA as filed on May 13, 2005. (10) Incorporated by reference to the Report on Form 8-K as filed on June 10, 2005.  27   Link to Table of Contents  EX 99-1 Commodity Purchase Agreement (11) Incorporated by reference to the Report on Form 8-K as filed on July 27, 2005. EX 99-1 Asphaltite Analysis EX 99-2 Share Exchange Agreement (12) Incorporated by reference to the Report on Form 8-K as filed on November 9, 2005. EX 99-7 Technology Purchase Agreement (13) Incorporated by reference to the Report on Form 8-K and 8KA as filed on March 9, 2006. EX 90    Island Sales Limited Purchase Agreement EX 99    SGS Assay Results (14) Incorporated by reference to the Report on Form 8-K as filed on May 15, 2006. (15) Incorporated by reference to the Report on Form 8-K and Form 8-KA as filed on November 13 and December 26, 2006, respectively. (16) Incorporated by reference to the Report on Form 8-K as filed on April 9, 2008 (17) Incorporated by reference to the Report on Form 8-K as filed on May 14, 2008 (18) Incorporated by reference to the Report on Form 8-K as filed on June 11, 2008  * Filed herewith  Our financial statements and footnotes to financial statements appear on pages F-1 through F-18 below.       SIGNATURES  In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Date Signature Title  September 12, 2008 /s/: Bradley T. Ray Chairman of the Board, Bradley T. Ray Chief Executive Officer   September 12, 2008 /s/: Stephen D. Chanslor Chief Financial Officer Stephen D. Chanslor                      28   Link to Table of Contents    INDEX TO FINANCIAL STATEMENTS   Report of Independent Registered Public Accounting Firm F-1  Balance Sheets For the Years Ended December 31, 2006 and 2005 F-2  Statements of Operations For the Years Ended December 31, 2006 and 2005 F-3  Statements of Cash Flows For the Years Ended December 31, 2006 and 2005 F-4  Statement of Stockholders Deficit For the Years Ended December 31, 2006 and 2005 F-5  Notes to Financial Statements F-6 - F-18  29   Link to Table of Contents  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Geotec, Inc. We have audited the accompanying balance sheets of Geotec, Inc. as of December 31, 2006 and 2005 and the related statement of operations, changes in stockholders equity, and cash flows for the years ended December 31, 2006 and 2005. 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, Inc. as of December 31, 2006 and 2005 and the results of operations and cash flows for the years then ended, 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. As discussed in Note 2 to the financial statements, the Company had a net loss of $1,621,897 for the year ended December 31, 2006 and had a working capital deficit of $2,558,365 as of December 31, 2006. The Company had no revenue producing activities for the year then ended and there are no assurances that they will be able to obtain sufficient financing, if required.  These conditions raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the satisfaction of liabilities in the normal course of business, and does not include any adjustments that may result from the outcome of this uncertainty.   BRIMMER, BUREK & KEELAN LLP/s/ Brimmer, Burek & Keelan LLPTampa, Florida September 8, 2008                F-1   Link to Table of Contents   GEOTEC, INC.BALANCE SHEETSAS OF DECEMBER 31, 2006 and 200520062005CURRENT ASSETS:Cash$277,381$2,613Prepaid expenses and deposits8,2966,500TOTAL CURRENT ASSETS285,6779,113Property and Equipment, net of accumulated depreciation of $4,666 and $2,061, respectively8,35110,956TOTAL ASSETS$294,028$20,069LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable$311,063$119,782Accrued salary1,518,7881,982,669Accrued payroll taxes and related expenses247,768Accrued interest40,54425,297Accrued interest, related party1,529-Accrued expenses26,31316,217Note payable121,971121,971Loan payable, related party350,000-Due to related party226,066-TOTAL CURRENT LIABILITES2,844,0422,265,936Contingencies--STOCKHOLDERS' DEFICIT:Preferred stock; $.001; 10,000,000 shares authorized20,000 and 0 shares issued and outstanding, respectively2020Common stock, $.001 par value, 1,000,000,000 sharesauthorized; 68,668,155 and 57,740,058 shares issued and outstanding, respectively68,66957,741Additional paid-in capital14,953,61513,736,793Stock subscription receivable(940,000)(1,030,000)Accumulated deficit(16,632,318)(15,010,421)TOTAL STOCKHOLDERS' DEFICIT(2,550,014)(2,245,867)TOTAL LIABILITIES AND STOCKHOLERS' DEFICIT$294,028$20,069 The Accompanying Notes are an Integral part of These Financial Statements  F-2   Link to Table of Contents   GEOTEC, INC.
STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2006 AND 200520062005OPERATING COSTS AND EXPENSES:General and administrative expenses$214,443$225,663Professional fees281,560182,723Compensation expense1,115,7942,042,413Bad debts-586,091Travel and entertainment expense58,76636,2301,670,5633,073,120OTHER INCOME AND (EXPENSE)Interest income (expense), net(26,644)(15,719)Impairment of intangible asset-(3,150,000)Impairment of asset rights and interests-(612,500)Other income (expense)75,310-Loss on disposal-(26,786)Total other income and (expense)48,666(3,805,005)NET LOSS$(1,621,897)$(6,878,125)NET LOSS PER SHARE$(0.03)$(0.13)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING64,304,80352,628,839    The Accompanying Notes are an Integral part of These Financial Statements            F-3   Link to Table of Contents   GEOTEC, INC.STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31,20062005OPERATING ACTIVITIES:Net loss$(1,621,897)$(6,878,125)Adjustments to reconcile net loss to net cash used byoperating activities:Depreciation2,6055,275Loss on disposal of fixed asset-26,786Gain on return of settlement common stock(65,000)-Bad debt expense-586,091Stock issued for services-120,167Stock issued for compensation176,750124,667Stock issued for settlement-65,000Fair value of warrants issued for settlement-120,646Impairment of property-612,500Impairment of intangible asset-3,150,000Changes in assets and liabilities:Increase in other receivables-(14,350)Decrease in prepaid expenses and deposits(1,796)10,379Increase in accounts payable and accrued expenses938,0401,586,926NET CASH USED IN OPERATING ACTIVITIES(571,298)(484,038)CASH FLOWS FROM INVESTING ACTIVITIES:Increase in notes receivable-(571,741)Purchase of fixed assets-(43,017)NET CASH USED BY INVESTING ACTIVITIES-(614,758)CASH FLOWS FROM FINANCING ACTIVITIES:Increase in due to related party226,066-Proceeds from issuance of loan payable, related party350,000-Proceeds from sale of common stock270,000970,000NET CASH PROVIDED BY FINANCING ACTIVITIES846,066970,000NET INCREASE (DECREASE) IN CASH274,768(128,796)CASH, beginning of year2,613131,409CASH, end of year$277,381$2,613Supplemental disclosure of cash flow information and noncash financing activities:Cash paid for interest$9,738$-Cash paid for income taxes$-$-Conversion of accrued salary and accounts payable to common stock$170,000$-Stock subscription receivable$-$1,030,000Reclassification of shareholder advance to stocksubscription receivable$-$200,000   The Accompanying Notes are an Integral part of These Financial Statements  F-4   Link to Table of Contents   GEOTEC, INC.STATEMENT OF STOCKHOLDERS' DEFICITFOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005AdditionalStockPreferred StockCommon StockPaid-inSubscriptionShareholderAccumulatedSharesAmountSharesAmountCapitalReceivableAdvancesDeficitTotalBalance at December 31, 2004, restated--37,556,723$37,557$7,260,017$              -$  200,000$   (8,132,296)(634,722)Stock issued under a stock
subscription agreement--16,500,00016,5002,183,500(1,030,000)( 200,000)-970,000Stock issued for services--1,416,6671,417117,750---119,167Stock issued for compensation--1,466,6681,467189,200---190,667Stock issued under the
employee stock option plan--800,000800103,200---104,000Stock issued to acquire an
intangible asset10,00010--3,149,990---3,150,000Stock issued for mineral
resource assets10,00010--612,490---612,500Issuance of stock options----120,646---120,646Net loss-------(6,878,125)(6,878,125)-Balance at December 31, 200520,0002057,740,05857,74113,736,793(1,030,000)-(15,010,421)(2,245,867)Payments received for stock subscription receivable-----90,000--90,000Stock issued for compensation--2,156,6672,157174,593---176,750Stock issued under the
employee stock option plan--7,200,0007,200928,800---936,000Stock issued for cash--2,571,4302,571177,429---180,000Cancellation of common stock issued for a settlement--(1,000,000)(1,000)(64,000)---(65,000)Net loss-------(1,621,897)(1,621,897)Balance at December 31, 200620,000$2068,668,155$68,669$14,953,615$(940,000)-$(16,632,318)(2,550,014)        The Accompanying Notes are an Integral part of These Financial Statements            F-5   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005   1.  BACKGROUND INFORMATION  Geotec Thermal Generators, Inc. (Geotec or the Company) was incorporated on February 2, 1998, in the state of Florida.  The Company owns technology (Gas Generator TM) for secondary oil and gas recovery in North, Central and South America. The initial development contract 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 the year ended December 31, 2005, the Company changed its business to pursue a Green Energy business model.  Pursuant to this model, the Company has entered into several contracts to acquire laid up coal, above ground coal mines and technology to utilize coal assets to produce synthetic fuels.  On March 7, 2007, the Company filed amended Articles of Incorporation (the Amendment) with the Florida Secretary of State to increase the number of authorized shares of common stock from 250,000,000 to 1,000,000,000 (one billion) shares.  The Amendment also effectuated a name change for the Company to Geotec, Inc.  The Amendment was reported by the Company in the Definitive 14C Information Statement filed with the Securities and Exchange Commission on February 12, 2007.  2.  GOING CONCERN  The Company has incurred substantial operating losses since inception and has used approximately $571,000 of cash in operations for the year ended December 31, 2006. The Company recorded net losses from continuing operations of $1,621,897 and $6,878,125 for the years ended December 31, 2006 and 2005, respectively. Current liabilities exceed current assets by $2,558,365 at December 31, 2006.  The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and begin sale of processed coal.  The Company anticipates the payment of $940,000 stock subscription receivable and related party loans to fund its operations for the ensuing year.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.  3.  SIGNIFICANT ACCOUNTING POLICIES  The significant accounting policies followed are:  Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Inventory Inventory is recorded when the Company obtains legal title to the product, permits are obtained and processing is determined to be effective.  Inventory will be accounted for on a first in first out basis and valued using the lower of cost or market.  Property and Equipment  F-6   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   Property and equipment are stated at cost. Depreciation and amortization expense are calculated using the straight-line method of accounting over the following estimated useful lives of the assets:  Office furniture and equipment 5 years  Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.  Intangible Assets The Company acquired identifiable intangible assets with a cost of approximately $3,150,000 and consists of values assigned to an enzyme protein technology for the treatment of hydrocarbons, in exchange for 10,000 shares of convertible preferred stock. As of December 31, 2005, the intangible asset was reviewed for impairment and due to the inability to determine any expected future cash flows from this technology, the Company determined the asset to be impaired and recorded $3,150,000 of impairment loss in the statement of operations.  The intangible asset was valued at the underlying value of the minimum number of common shares that the preferred stock is convertible into.  No contingency convertible shares were considered due to the lack of probability of the occurrence of the contingency.  Impairment of Assets The Company has adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses the financial accounting and reporting for the impairment of long-lived assets, excluding goodwill and intangible assets, to be held and used or disposed of.  In accordance with SFAS No. 144, the carrying values of long-lived assets are periodically reviewed by the Company and impairments would be recognized if the expected future operating non-discounted cash flows derived from an asset were less than its carrying value and if the carrying value is more than the fair value of the asset. At December 31, 2005, the Company concluded that the asset and mineral rights acquired for $612,500 and the intangible asset acquired for $3,150,000 were impaired and recorded a loss in the statement of operations.  There were no impairment losses during the year ended December 31, 2006.  Stock-Based Compensation In April 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R  Share-based Payments (FAS 123R) replacing Accounting for Stock-Based Compensation (FAS 123), which are similar and require the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants and options).  The adoption of SFAS 123R had no significant impact on the Companys results of operations.  During the year ended December 31, 2004, the Board of Directors approved a Company stock option plan.  The plan allows for the Board to award (1) stock options (2) stock appreciation rights (3) restricted stock (4) deferred stock (5) stock reload options and/or other stock based awards.  The price, if any, to be paid by the recipient of the award shall be determined by the Board.  During the year ended December 31, 2006, no stock or options were awarded from this plan.  During the year ended December 31, 2005, the Company granted free trading common stock to various employees.  These shares were awarded at no cost to the employees and were valued at the stock closing price on the date of grant, ranging from $0.13 to $0.90 per share.  The Company recognized a total of approximately $0 and $257,000 for these shares for the years ended December 31, 2006 and 2005, respectively.  The Board has the authority to award shares from the plan to select officers, employees, directors and consultants of the Company.  During the years ended December 31, 2006 and 2005, the Board granted free trading common stock to officers, employees and consultants.  The stock was valued at the fair value of the services to be provided, which equated to the valuation of the stock at the stock closing price on the date of   F-7   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   issue.  The Company recognized a total of $176,750 and $119,167 for these shares during the years ended December 31, 2006 and 2005, respectively.  Fair value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand. The fair value of the Company's notes payable is estimated based upon the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities and approximates the carrying amounts of the notes.  Revenue Recognition The Company recognizes revenue for the sale of processed coal when all necessary permits and legal title are obtained, processing of the coal has occurred and sale of the coal to third parties is made and collection is assured.  The Company has not recognized any sales of processed or unprocessed coal during 2006 and 2005.  Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date.  Stock Issued for Services The Company records stock as issued at the time consideration is received or the obligation is incurred.  The compensation expense recognized is at the agreed upon value of the services or underlying value of the securities issued depending on the more valid indicator of value.  Recently Issued Accounting Pronouncements In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities, which permits an entity to measure certain financial assets and financial liabilities at fair value.  Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date.  The fair value option may be elected on a instrument-by-instrument basis, with a few exceptions, as long as it is applied to the instrument in its entirety.  The fair value option election is irrevocable, unless a new election date occurs.  SFAS 159 establishes presentation and disclosure requirements to help financial statement users understand the effect of the entitys election on its earnings but does not eliminate disclosure requirements of other accounting standards.  Assets and liabilities that are measured at fair value must be displayed on the face of the balance sheet.  SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007.  The Company does not expect the adoption of SFAS 159 to have a material impact on the financial statements.  In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), Business Combinations, which replaces SFAS No 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for business combinations for which the  F-8   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements-and Amendment of ARB No. 51.  SFAS 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated.  This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS 160 is effective for fiscal years beginning on or after December 15, 2008.  The adoption of SFAS 160 is not currently expected to have a material effect on the Companys financial position, results of operations, or cash flows.  In March 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The company is currently evaluating the impact of adopting SFAS. No. 161 on its financial statements.  Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Companys present or future financial statements.  4. EARNINGS PER SHARE Earnings per common share are computed in accordance with SFAS No. 128, Earnings Per Share, which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year.  The diluted weighted average number of shares was 71,068,155 and 61,397,116 for the years ended December 31, 2006 and 2005, respectively. Common stock equivalents for the years ended December 31, 2006 and 2005 were anti-dilutive due to the net losses sustained by the Company during these periods.  5.  PROPERTY AND EQUIPMENT  Property and equipment at December 31, 2006 and 2005 consist of:  20062005Office furniture and equipment$13,017$ 13, 017Less accumulated depreciation(4,666)(2,061)$8,351$10,956    Depreciation expense for the years ended December 31, 2006 and 2005 was $2,605 and $5,275, respectively.    F-9   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   6.  NOTES PAYABLE AND RELATED PARTY PAYABLES  The Company owes a total of $121,971 to an Investment Trust based in Bermuda.  The notes bear interest at 12.5% per annum and are payable upon demand.  The Company owes a related party $350,000 on a loan that occurred at year-end 2006.  The loan was subsequently used for funding equipment leases in 2007 to facilitate the building and operation of a scaled production coal bio-refinery.  The loan is unsecured, non-interest bearing and due on demand. Each of the equipment leases has subsequently expired and the equipment has been returned to the leasing companies.  The due to related party account of $226,066 is made up of advances from a stockholder to assist the Company with its financial obligations.  These advances are non-interest bearing, unsecured and due on demand.  The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.  7.  COMMITMENTS AND CONTINGENCIES  The Company has five year employment agreements with several key employees, all of which will expire at various times throughout the year ended December 31, 2010 unless extended by both parties.  All of the employment agreements with the key employees include a salary clause that the annual salary will be increased, if and when the Company obtains monthly profits equal or greater than $10,000,000 per year.  The increases to the salaries vary with each agreement and management position of the employee ranging from current annual salaries of $100,000 to $250,000 to annual salaries of $150,000 to $1,000,000.  The agreements all include certain fringe benefits that may be made available by the Company from time to time.  In addition, the employment agreement for two of the key employees also includes the use of a car and all related expenses for the term of the agreement.  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 was 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, 2005, the Company has terminated this agreement without financial detriment or obligation to make the required purchases.  In March 2005, the Company entered into a one year lease for office space commencing April 2005.  Rent expense is $3,812 per month and the lease includes two 3 year renewal options with increases of 5% each renewal.  The Company did not renew the lease upon expiration and currently rents their office space on a month to month basis.  During the year ended December 31, 2006, the Company entered into an agreement with Island Sales Limited to sell 500,000 tons of processed clean coal between April 2006 and December 2006 at a price of $47.10 per ton.  As of the date of this filing, the Company has not completed any sales of coal to Island Sales Limited.  8.  CONVERTIBLE PREFERRED STOCK  Holders of Series A convertible preferred stock vote on an as converted basis with the common stockholders on all matters to be brought to a vote of the stockholders. Each share of Series A convertible preferred stock can be converted into 100 shares of common stock. No payment of dividends or other distribution is authorized.    F-10   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   9.  STOCK OPTIONS AND WARRANTS GRANTED FOR SERVICES  The Company has issued stock options at the discretion of the Board to various employees and service providers.  The stock options have been accounted for at fair value as an expense at the date of grant.  Stock option and warrant transactions during the years ended December 31, 2006 and 2005 were as follows:  Number of SharesWeighted Average
Exercise Price
Per ShareOptions outstanding, December 31, 20041,073,260$0.15Granted2,000,0000.85Exercised00.00Expired, forfeited00.00Options outstanding, December 31, 20053,073,2600.15Granted7,200,0000.00Exercised(7,200,000)0.00Expired, forfeited(3,073,260)0.15Options outstanding, December 31, 20060$0.00  The following table summarizes information about options outstanding and exercisable as of December 31, 2005.  There were no outstanding options as of December 31, 2006.  Outstanding Options
As of December 31, 2005Exercisable Options
As of December 31, 2005Range of 
Exercise PriceNumber 
OutstandingWeighted Average 
Remaining LifeWeighted Average 
PriceWeighted Average 
Remaining LifeNumber 
ExercisableWeighted Average 
Price$0.15 - $0.161,000,0001 year$0.151 year1,000,000$0.15$0.6873,2601 year$0.681 year73,260$0.68$0.852,000,0005 years$0.855 years2,000,000$0.85  During the year ended December 31, 2005, the Company granted 2,000,000 stock options.  These options were valued using the Black-Scholes option pricing model utilizing a volatility of 166.27%, risk free interest rate of 4.43%, 0% dividend yield, five year life and an exercise price of $0.85.  Total expense of $120,646 was recognized related to these options.  10. STOCK SUBSCRIPTION RECEIVABLE  In February 2005, the Company entered into an agreement with an existing shareholder, who agreed to invest $2,200,000 to purchase 16.5 million shares of our common stock.  As of December 31, 2006, the Company had received $1,260,000 with the remaining balance recorded as a stock subscription receivable of $940,000.  During the      F-11   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   year ended December 31, 2005, as part of the agreement, the $200,000 shareholder advance was reclassified and applied toward the total $2,200,000 to be received.  11. INCOME TAXES  The Company has incurred significant operating losses since its inception and, therefore, no tax liabilities have been incurred for the periods presented. The amount of unused tax losses available to carry forward and apply against taxable income in future years totaled approximately $5.7 million. The loss carry forwards expire beginning in 2015. Due to the Company's continued losses, management has established a valuation allowance equal to the amount of deferred tax asset because it is more likely than not that the Company will not realize this benefit. The valuation allowance increased by approximately $640,000 as of December 31, 2006.  Temporary differences giving rise to the deferred tax asset are as follows:  Unused operating loss carry forward$1,935,300Valuation allowance(1,935,300)$0  20062005Statutory benefit$(551,400)$(2,200,000)Permanent differences195,9001,200,000State tax benefit, net of federal effect(284,600)(390,000)Increase in deferred income tax valuation allowance640,1001,390,000$0$0   12. LEGAL MATTERS  In January, 2007, Susan Norris (SNorris) filed a complaint against Geotec, Florida Atlantic Stock Transfer, Inc., Bradley Ray and William Richard Lueck, in the 15th Circuit Court, Palm Beach County, Florida, Case No: 50 2007 CA 001040XXXXAH, seeking damages in an amount in excess of $15,000 for failing to convey 172,000,000 shares of Geotec stock to Deerfield Enterprises, Inc. (Enterprise), alleging, among other things, that Enterprise transferred 700,000 tons of coal to Geotec.  In their answer, Defendants allege that Plaintiffs never transferred or caused to be transferred 700,000 tons of coal, or any other amount of coal, to Geotec, and that the Plaintiffs cannot prevail based on that fact alone.  Essentially, Geotec contends that neither SNorris, nor any person or entity acting on her behalf has ever tendered any consideration to Geotec for the 172,000,000 shares of its common stock that are the subject matter of the civil action.  SNorris also included Enterprise as a plaintiff in the lawsuit.  Enterprise shareholders holding a majority of the issued and outstanding shares of such company have executed and delivered a document to SNorris counsel advising that he and his law firm have no authority to represent Enterprise and demanding the law firms withdrawal from representation of Enterprise in the lawsuit.  The parties are presently engaged in discovery.  Geotec intends to vigorously defend the claims asserted against it.  In April, 2007, Louis Baruch, Gerald Baruch and Michael DeBella filed a nine-count complaint against Richcorp, Inc. (Richcorp), William Richardson, Geotec, W. Richard Lueck, and Bradley Ray in the 15th Circuit Court for Palm Beach County, Florida, Case No: 50 2007 CA 006324XXXXMB, seeking damages in an amount in excess of $15,000 for failing to convey 25% of the stock of Richcorp. Richcorp is a party to certain agreements with Geotec, as previously reported in Geotecs public filings. Plaintiffs allege, among other things, that a contract that they drafted granted them rights to the stock for their successful introduction of several entities to Richcorp.  All defendants in the case have now answered the complaint and have denied liability.  Discovery will ensue over the next several months. We believe that the claim has little, if any, merit and we intend to vigorously defend the claim asserted by plaintiffs.  F-12   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)    In 2007, Company vendor, Del Tank & Filtration Systems, Inc. commenced a civil action for breach of contract against the Company in the matter styled: Del Tank & Filtration Systems, Inc., a Division of Del Corporation v.  Geotec, Inc.,No. 2007-6616 (Dist. Ct. Lafayette Parish, La.).  Although the Company has received correspondence from counsel for the plaintiff, the Company does not believe that it has ever been properly served with process regarding the civil action.  On March 15, 2008, the district court entered a default judgment against the Company in the amount of $175,159.33, plus additional per diem rental sums.  As of March 26, 2008, plaintiff contended that the amount due and owing on the judgment was $346,558.19.  The Company intends to contest the entry of the judgment for insufficient service of process.  On November 1, 2007, the Miami, Florida Southeast Regional Office of the U.S. Securities and Exchange Commission (SEC or Commission) sent letters to the Company, its Chief Financial Officer, Stephen Chanslor (Chanslor), Chief Executive Officer, Bradley T. Ray (Ray) and former Company executive, W. Richard Lueck, indicating that as a result of its informal investigation styled Geotec Thermal Generators, Inc.,(FL-3157), that the staff of the Miami Regional Office would recommend enforcement action against the Company and the aforementioned individuals.  The SEC letter to the Company alleges violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act), and Rules 10b-5, 12b-20, 13a-1, 13a-11 and 13a-13 promulgated thereunder. The Commission Staff further alleges that Mr. Ray aided and abetted Geotecs violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Commission staff advised Geotecs counsel that the allegations emanate from the Companys Form 10-KSB for the period ending December 31, 2004 and Forms 10-QSB for the periods ending March 31, 2005 and September 30, 2005, respectively, as filed with the Commission via the EDGAR system.  The Commission staff further advised that they intended to seek officer and director bars in any enforcement action.  The letters invited the Company, Messrs. Chanslor, Lueck and Ray to submit written statements regarding the staffs allegations.  These written statements are generally referred to as Wells Committee Submissions.  The Company and management have retained legal counsel who made Wells submissions on their respective behalves in December 2007, responding to the staffs allegations.  Among the allegations made by the Commission staff are that the Company filed its Forms 10-QSB for the periods ending March 31, 2005 and September 30, 2005 without independent auditors review (its previous auditors resigned in April 2005 after filing of the 2004 Form 10-KSB) and, that the Company misrepresented the status of Mr. Chanslor as a licensed certified public accountant, when his license in the State of Texas was not active due to unfulfilled professional continuing education requirements.  The Company has taken the remedial action of having the aforementioned Forms 10-QSB reviewed by their current independent auditors in connection with filing of the Companys Form 10-KSB for the period ending December 31, 2005 and the 2005 quarterly periods were restated as a part of the 2006 quarterly Form 10-QSB filings, as filed with the Securities and Exchange Commission.  The Company also has referenced in the Wells Submission that former management of Geotec was responsible for filing of the Form 10-KSB for 2004 that is the subject of the Commission staffs allegations.  Furthermore, the Company has advised that current Chief Executive Officer, Bradley Ray, suffered a heart attack shortly after accepting his management position with the Company and soon thereafter underwent open-heart surgery and was under doctor's care for the remainder of calendar year 2005.  The Company disputes the remaining allegations made by the Commission staff but is prepared to continue to cooperate with the Commission in an effort to resolve the matter.  Any litigation the SEC may initiate against either the Company or Mr. Ray or both may have adverse effects on the Companys future prospects and activities.  13. CONTRACTS AND RELATED PARTY TRANSACTIONS  In December 2004 and January 2005 the Company entered into an agreement to purchase Kodiak Productions LLC.  However, during 2005, that agreement was rescinded, and any aspects of the Kodiak agreement as to Dr. Art Gottmann (a significant stockholder in the Company) have also been rescinded, by mutual agreement between the parties.  During December 2005, the Company awarded an individual 1,000,000 shares of the Companys common stock valued at $65,000 and 2,000,000 options to purchase the Companys common stock valued at $120,646 as a   F-13   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   settlement penalty for cancellation of the purchase agreement.  These amounts have been recorded as an expense to the Company during the year ended December 31, 2005.  During the year ended December 31, 2006, the individual did not adhere to the terms of the settlement penalty and therefore cancelled the common stock and options and reversed the $65,000 settlement expense recorded in the prior year.  During the year ended December 31, 2005, the Company loaned Deerfield Capital Consultants, Inc. $400,000 in exchange for which the Company acquired a working capital loan that Deerfield Capital had made to Consolidated Resources Group Inc.  The receivable had been collateralized by laid up coal held in Illinois.  At December 31, 2005, the note receivable from Consolidated Resources Group, Inc. is considered uncollectible and included in the statement of operations as a bad debt.  The underlying collateral is for unprocessed laid up coal that is not being recognized as it has not been permitted or processed and is deemed to have no fair value at December 31, 2005.  In February 2005, the Company entered into a series of agreements, commitments and understandings with Deerfield Enterprises, Inc. (a related party) pursuant to which the Company acquired the rights to unprocessed coal located in Cuba, Illinois in exchange for shares of the Companys common stock.  During 2005, the agreements were rescinded due to non compliance by the selling party.  Deerfield Enterprises is principally owned by a group of individuals that includes Bradley Ray, Chief Executive Officer of the Company.  Mr. Ray also is an officer of Deerfield Enterprises.  On March 14, 2005, the Company executed a Stock/Commodity Exchange Agreement with Consolidated Resources Group, Inc. Pursuant to the agreement; the Company acquired 3,000,000 tons of unprocessed coal in Illinois from Consolidated in exchange for 21,000,000 shares of our common stock.  As of December 31, 2005, this agreement has been rescinded.  During March 2005, the Company executed a share exchange agreement with Consolidated Resources Group, Inc. (CRG) to purchase a majority voting interest of the issued and outstanding common and preferred stock of CRG in exchange for preferred stock of the Company.  As of December 31, 2005, this agreement has been rescinded.  During June 2005, the Company entered into a Commodity Purchase Agreement with a third party to sell between 2 million to 6 million tons of processed coal over the next three years.  As of December 31, 2006, the Company has not completed any sales of coal to the third parties.  During July 2005, the Company entered into a share exchange agreement with RichCorp, Inc., (a related party), to acquire 100% of RichCorp in exchange for 10,000 shares of the Companys preferred stock.  As of December 31, 2005, the agreement was rescinded.  During August 2005, as verified and restated in May 2006, the Company entered into an agreement with RichCorp, Inc. (RichCorp) to purchase rights and interests to various quantities of coal (owned by RichCorp) in Argentina and all future rights to quantities of coal (to be obtained by RichCorp) throughout South America in exchange for 10,000 shares of the Companys convertible preferred stock with conversion exchange dates of November 2006, 2007 and 2008.  The convertible preferred stock can be converted ratably over the next three years into a minimum of 3.5 million up to 21 million shares of common stock as determined by RichCorp obtaining certain profits between $20 million and $40 million per year as calculated by earnings before interest, taxes, depreciation and amortization (EBITDA).  The Company has valued these rights at the fair value of the minimum converted underlying common stock on the date of the transaction, however, at December 31, 2005, this amount is considered impaired and the Company has recognized an impairment loss of the entire amount of $612,500.  During November 2005, as amended in May 2006, the Company entered into an agreement with RichCorp to acquire all of the rights to an enzyme/protein proprietary technology in exchange for 10,000 shares of the Companys convertible preferred stock with conversion exchange dates of November 2006, 2007 and 2008.  The convertible preferred stock can be converted ratably over the next three years into a minimum of 3.5 million up to 21 million shares of common stock as determined by RichCorp obtaining certain profits between $20 million and $40   F-14   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   million per year as calculated by earnings before interest, taxes, depreciation and amortization (EBITDA).  The Company has valued this technology at the fair value of the minimum converted underlying common stock on the date of the transaction, however, at December 31, 2005, this amount is considered impaired and the Company has recognized an impairment loss of the entire amount of $3,150,000.  During December 2005, the Company entered into an agreement with RichCorp with a 20 year term beginning January 2006 for certain coal and mineral rights related to the Argentine mines and coal asphaltite in exchange for 3% of the production profits with a minimum monthly payment of $2,000 for January, February and March 2006, increasing to a minimum monthly payment of $3,000 thereafter.  On May 12, 2006, Geotec Thermal Generators, Inc. (Geotec or the Company) entered into an Amended and Restated Asset Purchase Agreement (the Asset Agreement) with William D. Richardson, RichCorp, Inc. (RichCorp), RichCorp SRL (Richcorp SRL), an Argentine corporation and Rich Labs, Inc. (Rich Labs) to obtain contractual rights and/or mineral rights held by RichCorp and/or Richcorp SRL regarding coal and coal by-products derived from several coal mines in Argentina and to facilitate acquisition of additional coal rights throughout South America and elsewhere in the world, (all of such rights and interests, including after acquired coal rights and interests are hereinafter referred to as the Coal Interests) and, to obtain other assets from RichCorp and Rich Labs.  The Asset Agreement follows completion of due diligence by the parties and their collective determination not to complete certain executory provisions of an agreement dated August 1, 2005.  In exchange for the Companys acquisition of the Coal Interests, the Company tendered 10,000 shares of its convertible preferred stock (the Preferred Shares) to RichCorp. The preferences relating to the Preferred Shares are summarized on each certificate representing such shares and entitle RichCorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of the Companys common stock (the Minimum Shares) up to a maximum of 21 million (21,000,000) restricted shares of the Companys common stock (the Maximum Shares) based upon certain EBITDA criteria.  Conversion of the Preferred Shares may be deferred at the option of RichCorp until August 1, 2007 or August 1, 2008.  As of the execution of this Agreement, 3,500,000 restricted shares of the Geotec’s common stock (1⁄3 of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp.  The balance (7,000,000 shares of Geotecs common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year.  On a pro rata basis, shares of Geotecs common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year.  The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year.  The total number of shares of Geotecs common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the convertible Preferred Shares.  Also, on May 12, 2006, the Company entered into an Amended and Restated Technology Purchase Agreement (the Technology Agreement) with William D. Richardson and RichCorp to acquire RichCorps technology for the treatment of hydrocarbons and that is suitable for washing and processing coal, among other things (the Enzyme Technology).  Specifically, the Company purchased all of the Enzyme Technology which consists of rights to the proprietary technology related to the production, sale, use and management of said technology to cleave and bind specific molecules in the following arenas of application which include crude oil, blended oil, coal, refined oil and its products and sub-products, removal of sulfur and metals from hydrocarbons base materials including coal, renewable energy applications, environmental remediation, environmental applications for abatement and reduction, and other materials (with the express exception of the agricultural applications, metals extraction  applications, mineral extraction applications and medical applications).  The Technology Agreement amends, restates and clarifies an earlier agreement between the parties dated November 1, 2005.  In exchange for the Companys acquisition of the Enzyme Technology, the Company has tendered to RichCorp as complete consideration for the Enzyme Technology purchase, a total of ten thousand (10,000) shares of the Companys convertible preferred stock (the Preferred Shares) with stock conversion exchange dates of November 1, 2006, 2007 and 2008.  The preferences relating to the Preferred Shares are summarized on each certificate   F-15   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   representing such shares and entitle RichCorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of Geotecs common stock (the Minimum Shares) up to a maximum of 21 million (21,000,000) restricted shares of Geotecs common stock (the Maximum Shares) based upon certain EBITDA criteria.  Conversion of the Preferred Shares may be deferred at the option of RichCorp until November 1, 2007 or November 1, 2008.  As of the execution of this Agreement, 3,500,000 restricted shares of Geotec’s common stock (1⁄3 of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp, as referenced above.  The balance (7,000,000 shares of Geotec’s common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year.  On a pro rata basis, shares of Geotecs common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year.  The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year.  The total number of shares of Geotecs common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.  The parties to the Asset Agreement and the Technology Agreement have agreed that all of the Preferred Shares and restricted common stock of the Company earned and obtained upon conversion under the two agreements shall be subject to the same restrictive transfer terms and conditions of Geotecs share lock up agreement, which extends for 5 years, until April 30, 2010, as filed with the United States Securities and Exchange Commission via the EDGAR system.  The parties agreed that the share lock up agreement and provisions of the Asset Agreement and the Technology Agreement prohibit transfer of the Preferred Shares and the restricted common stock of the Company earned and obtained upon conversion for a period of five years until April 30, 2010.  On January 31, 2006, we made the initial payments for the acquisition of mineral rights for five (5)asphaltite mines (containing high volatile resource materials) in the Neuquen Province of Argentina.  Beginning in January 2006, the Company is obligated to pay $2,000 per month through March 2006 at which time the payments increased to $3,000 per month.  We previously obtained mineral rights for two asphaltite mines from Richcorp in 2005.  Accordingly, we now have ownership rights to seven (7) asphaltite mines.  The preliminary reports reveal that the asphaltite reserves are contained on or in land comprising about 7,000 acres in the Neuquen Province of Argentina.  As of December 31, 2006, the Company was delinquent in these month payments and had accrued expenses of $13,000.  During September 2005, the Company entered into an agreement with Urban Television Network Corporation (URBT) to process and sell 200,000 tons of refined coal in the open market and remit the net proceeds of the sale, up to $4.6 million to URBT, in exchange for $4.6 million worth of URBTs convertible preferred stock.  Under the contract, URBT is to provide financing for the costs of processing the coal that is subject to the contract.  As of December 31, 2006, URBT has not provided those funds to the Company and therefore, no processing of coal has taken place.  Therefore, the sale of the coal under the contract has not been recognized in the financial statements as of December 31, 2006.  In December 2005, the Company entered into a ten year agreement with Ecotec (a related party) to acquire, process and refine coal at price of $18 per ton less than the prevailing market price.  As of December 31, 2006, no coal processing has taken place under this agreement.  Ecotec is owned and managed by Bradley Ray, the CEO of the Company.  During December 2005, the Company entered into an agreement with Stone Mountain Mining & Development to acquire, process and sell Pennsylvania coal in a joint venture basis, which was subsequently rescinded.  The Company has made alternative arrangements to procure laid up coal in Pennsylvania and has an undetermined obligation for termination fees to Stone Mountain Mining & Development.  As of December 31, 2006, the Company has not determined the amount, if any, of termination fees owed to Stone Mountain Mining & Development.  During December 2005, the Company entered into an agreement with Universal Coal, LLC, (Universal) (a related party) to assign all rights, title and interest in unrefined, mined and laid up coal located in Illinois and Pennsylvania in exchange for $3.95 per ton to be paid upon the process and sale of the coal to a third party.  As of December 31, 2006, the processing and sale of the coal has not taken place, nor have permits been obtained and therefore, the  F-16   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   Company has not recorded any revenue related to this agreement.  Universal is owned and managed by Bradley Ray and other officers of the Company.  During March 2006, the Company entered into an agreement with Island Sales Limited to sell 500,000 tons of processed clean coal between April 2006 and December 2006 at a price of $47.10 per ton.  As of the date of this filing, the Company has not completed any sales of coal to Island Sales Limited.  14. SUBSEQUENT EVENTS  On October 4, 2006, the Company entered into an Assignment Agreement with White Knight Holdings, LLC (White Knight), a related party, to acquire 700,000 tons of coal as a replacement for the 700,000 tons of coal that was to have been provided from a prior agreement with Deerfield Enterprises, Inc. (a related party) in exchange for 346,800,000 shares of the Companys common stock.  At the time of the agreement, the Company did not have an adequate number of authorized shares of common stock to complete this agreement and has since amended its Articles of Incorporation increasing the number of authorized shares of common stock.  White Knight Holdings, LLC is owned and managed by Bradley Ray, Chief Executive Officer of the Company and other individuals.  On January 31, 2007, the Company issued 173,400,000 shares of its common stock to White Knight as partial consideration for performance under the aforementioned Assignment Agreement.  On May 15, 2008 we issued the remainder of the 173,400,000 shares to White Knight that were due under the Assignment Agreement.  On March 7, 2007, the Company filed amended Articles of Incorporation (the Amendment) with the Florida Secretary of State to increase the number of authorized shares of common stock from 250,000,000 to 1,000,000,000 (one billion) shares.  The Amendment also effectuated a name change for the Company to Geotec, Inc.  The Amendment was reported by the Company in the Definitive 14C Information Statement filed with the Securities and Exchange Commission on February 12, 2007.  On April 8, 2008, the Company entered into a Master Development Agreement (the Agreement) with TTI Technologies, Inc. (TTI) of Omaha, Nebraska (jointly referred to as the Parties), regarding further development of the Companys proprietary enzyme/protein technology (the Technology).  The Agreement is for a term of ten (10) years and contemplates two separate scenarios involving the construction and operation of facilities.  For a period of 12 months following the date of the Agreement, regarding projects identified and proposed by the Company, TTI will advise and assist the Company in the further development of the process and in the procurement and construction of the initial equipment for a commercial scale facility.  The Company has granted a right of first refusal to TTI or one of its affiliates (which may be exercised after the initial 12-month term of this Agreement) to render certain management, administrative, operational and support services in connection with the operation of each facility controlled by the Company.  The Company has granted TTI the right to establish at one or more locations selected and acquired by TTI, up to ten (10) projects utilizing the Companys proprietary Technology and the Process.  Under this scenario, the Company will be paid its production costs for the Technology plus one dollar ($1.00) per ton of saleable product generated from the process.  Additionally, the Company will receive a portion of the net revenues derived from the TTI projects.  On May 9, 2008, the Company entered into an investment banking agreement (the Agreement) with StoneGate Partners, LLC (StoneGate), a broker-dealer based in Boston, Massachusetts.  StoneGate has agreed to serve as the exclusive placement agent for the Company in connection with capital raising activities to finance the Companys operations, including projects involving the proprietary protein/enzyme product.  StoneGate also has agreed to act as the lead investment banker for up to 10 projects with Geotec involving the construction and operation of hydrocarbon bio-refinery facilities designed to generate tax credits under Section 45 of the Internal Revenue Code.  The Company estimates that the startup costs for each bio-refinery facility will be approximately $10,000,000.   F-17   Link to Table of Contents Geotec, Inc. Notes to Financial Statements For the Years Ended December 31, 2006 and 2005 (continued)   As part of the transaction, StoneGate will be entitled to receive a cash fee equal to 7% of the aggregate consideration received by Geotec or by the Project, plus a cash fee equal to 1% of the aggregate consideration for StoneGates estimated expenses associated with such transaction.  In the event StoneGate is not able to raise the requisite capital or organize a syndicate of investment banks or broker-dealers for a transaction within 180 days of the date of a subject engagement, Geotec shall be permitted to engage one or more investment banks directly to raise such capital; provided that StoneGate shall be entitled to a fee equal to the greater of: (i) one percent (1%) of the aggregate consideration received by Geotec or by the Project in connection with the transaction and (ii) the maximum amount permitted by applicable law; provided further that StoneGate shall serve as the syndicate director for such transaction.  Also, Geotec and StoneGate agree that for each project for which StoneGate raises capital, Geotec and StoneGate or its nominees shall share pari passuGeotecs interest in such project on a 50/50 basis.  Finally, the Company has issued a warrant (the Warrant) to StoneGate for the purchase of up to $25,000,000 worth of Geotecs restricted common stock.  The Warrant is for a period of 10 years and identifies various strike prices at which conversion rights may be exercised.  As of the date of this annual report, we have not commenced the construction or operation of any hydrocarbon bio-refinery facility pursuant to our agreement with StoneGate and have not received any funding of any type from such entity.  On June 6, 2008 we executed an agreement with GreenCoal, LLC (GreenCoal) of Lewistown, Illinois, to enter into a joint business venture to facilitate the acquisition of coal sites and initiate abio-refining process for the sale of coal hydrocarbons located in Illinois, Indiana and Kentucky, as well as other sites to be determined.  The joint venture agreement provides, among other things, that the Companys proprietary enzyme/protein technology will be applied to one or more sites identified by GreenCoal, LLC through bio-refinery units owned by Ecotec Coal, LLC (related party).  Each Ecotec facility will be comprised of bio-refinery units for the generation of revenues through the sale of bio-refined coal and the production of tax credits by reducing sulfur and nitrogen oxides and heavy metals pursuant to Section 45 of the Internal Revenue Code.  As of the date of this annual report, we have not commenced operations at any hydrocarbon bio-refinery facility in furtherance of our agreement with GreenCoal.  During 2008, the Company entered into a Commodity Purchase Agreement with TecEnergy to acquire up to 100,000,000 tons of mined coal controlled by TecEnergy. The Company intends to serve as a vendor of the enzyme/protein technology and sell the enzyme/protein product to TecEnergy, Ecotec (related party) and possibly other entities for use in processing waste coal.  As of the date of this filing, the Company has not sold any products to the above identified vendors.     F-18