SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
         OF 1934

         For the fiscal year ended December 31, 2001

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

                         GEOTEC THERMAL GENERATORS, INC
                 (Name of Small Business Issuer in Its Charter)

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

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

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

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

         Title of Each Class           Name of Each Exchange on Which Registered

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

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

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

State registrant's revenues for the year ended December 31, 2001 $0

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2002, computed by reference to the closing bid price
of the Geotec Thermal Generators, Inc. Common Stock as reported by OCTBB on that
date $.17: $997,153

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value
$.001 per share (the "Common Stock"), as of March 28, 2002, was 23,001,108

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>
                                     PART 1

ITEM 1.  DESCRIPTION OF BUSINESS


1. General

The Company was incorporated in the State of Florida in February 1998 to provide
services in the energy industry. The Company's offices are located at. 1615 S.
Federal Highway, Suite 101, Boca Raton, Florida 33432. The telephone number is
(561)447-7370 the fax number (561)447-7371 and the e-mail address is
rlueck@mindspring.com.

The Company has obtained a ten-year exclusive license to market and sell a
unique oil treatment service to customers in North, Central, and South America.
This technology, Gas Generators(TM) (or the "Generators(TM)"), is designed to
produce a thermo-chemical treatment of oil and gas wells, designed to restore
and increase output capacities, thereby enabling increased production of oil.
The proprietary technology was developed by the former Soviet Union Military
Research and Production Facility, ("FR&PC ALTAI,") for the USSR Ministry of
Geology. This increase in oil production can be measured in barrels per year,
with one barrel of oil valued at approximately US$ 21.00 as of December 2001.
The Company was granted an exclusive license to import the Generators(TM) for
use in the oil and gas exploration industry in August 1998 and three subsequent
contracts comprise the patent-ability, long-term agreement and transfer of
technology.

2. Background

FR&PC ALTAI, manufactures many technologies, from atomic-size diamond powders
and nitrogen air bag technology to advanced military weapons and rocket fuel.
Their firm has been developing (since the 1950's) and manufacturing the
Generators(TM) since the early 1970's (experimentation on 6,500 wells prior to
1986, and subsequent commercialization with an additional 30,000 wells since
1986), and have continued to refine the technology, striving to make the
Generators(TM) suitable for all geological conditions to depths below 22,000
feet.

The USSR Ministry of Geology approached FR&PC ALTAI in the early 1970's to
resolve the problem of under-productive oil wells, and then to design an
economical process that would increase the commercial growth of oil and gas
inventories while simultaneously raising the efficiency of oil, gas and input
wells. Upon evaluating the filtration properties of the rock formations in
various formations, they identified the problem of rock formations suffering
typically irreversible changes during the operation and servicing of the wells.

The current model, PGDBK Generator, has been activated in more than 30,000 wells
since its development. For example, in the Tyumen oil basin in Russia, the
result was an additional extraction of 295 million tons of oil (i.e. 2.36
billion barrels of oil, when valued per barrel at $15.25, is approximately US$36
Billion).


<PAGE>
Using the Generators(TM) in the Aktyubiinsk region, several oil wells that had
been considered to be "exhausted" have been revived, with their capacity greatly
increased. The additional extraction from the successfully treated wells has
averaged 12,000 barrels of oil per year/per well (US$183,000). Wells in specific
fields have yielded results averaging 125 barrels per day increase. Once a well
is treated, the service benefits can last from several months up to several
years, depending on the geological characteristics of the area and several
technical characteristics at the site.

3. Generator(TM) Technology/Applications

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

Customers best suited for using the Generators(TM) are sites with high pressure,
oil-rich levels where filtration properties of the local rock
formation/structure have undergone irreversible changes, thereby causing the
well to become non-producing or inactive. More than twenty-five years of Russian
service experience has provided the Company with data that verifies that the
Generators(TM) utilize a process which is a clean, safe, economical and
environmentally-sound procedure which is capable of creating the rebirth of
non-producing wells.

Until now, comparative services have been cumbersome and costly. However, the
Generators(TM) do not require any pumps or other compressor-type machinery,
which can be prohibitive, as they are often bulky and difficult to use. This
makes the Generators(TM) ideal for regions/sites, which are difficult to access
due to certain geological properties and characteristics.

The reduced cost to operators is profound when compared to conventional
hydraulic fracturing methods. The procedure is relatively simple, and easily
handled by small personal units. The entire Generator (TM) treatment process can
be completed in several hours, and always in less than one entire day. The
hydraulic fracturing process typically takes several days due to its complexity,
and in difficult scenarios, the process has been known to take weeks with
substantial cost to obtain noticeable results at a much lower success rate and
yield than the Company's exclusive technology.

4. Patents and Trademarks

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

5. Vendors, Suppliers, Distributors, Customers

The Company and management have spent considerable time, effort, and expense in
developing strong relationships and alliances with several organizations
involved in the energy industry throughout the world.

The Company's exclusive Gas Generators(TM) Development Agreement, with FR&PC
ALTAI, signed in 1998, includes a long-term Technology Agreement (effectively
triggered in July 2000, and with the first contract delivered in the Fall 2001,
with the Company's acceptance of the technology) for ten years, with a ten-year
renewal option. The exclusive service areas presently encompass North, Central,
and South America. Of the 2.9 million oil/gas wells in the US and Canada and 2.5
million wells in South/Central America, it is estimated that the majority of the
wells contain the general geological criteria necessary to allow successful
treatment from the Company's exclusive Generators(TM) technology.




<PAGE>
The Company will purchase the generators through a Russian company, which
regulates the sale and subsequent use of the technology. In 1993, Russian
President Boris Yeltsin established Rosvooruzhenie, now known as
Rosoboronexport, a government-controlled company to import and export military
type technology. In August 1997, it was reorganized into the Federal State
Unitary Enterprise, State Company, Rosvooruzhenie, and has become the largest
trader in Russia, controlling more than 90% of the country's exports of weapons
and military type equipment, by dealing with over fifty different countries. All
of the Company's Generators(TM) will be imported to the United States by
Rosvooruzhenie.


The Company retains the right to decline to treat any well, designed for
instances when a particular well does not meet the Generators(TM) requirements
for successful treatment. The Company estimates that eighty percent (80%) of the
stripper wells in the US and Canada are candidates to be successfully treated
with the Generators(TM) process. In addition, a fee for a service pricing
structure has been established with a view to be price competitive to other
fracturing methods, including nitrogen or CO2 bed fracturing. This procedure is
scientific in nature with the ability to calculate the success potential and
yield for any well with the proper data inserted into formulas that comprise the
body of knowledge for use of the PDGBK gas generators.

The first 60 generators were received in the Companies US warehouse in the
Spring of 2000. The Company is required to purchase a minimum of 5,000
generators over the next ten years. A total of 1,000 generators are required to
be ordered in the first two years (starting with the acceptance of the
technology in July 2000 and first contract completed by Rosoboronexport, (by the
Company), with a minimum of 500 units per year in the subsequent eight years.

  In the late spring/early summer of 2000, Geotec treated 20 wells to qualify
and prove the technology according to the standards established in the Agreement
between the Russian Federation and the Company.

The purpose of these well treatments was to:

o        Demonstrate the technology worked according to the representations made
         by the Russian Federation, the manufacturer of the gas generators;
o        Prove that the generators communicated with the hydrocarbon reservoir
         such that increases in hydrocarbons could be reasonably expected in all
         future well treatments;
o        Acquire the technology from the Russian technical  staff,  that treated
         the  wells alongside the Company's  staff;
o        Demonstrate that no damage was done to the well casing,  cement  around
         the casing as well as the rock  formation;
o        Prove that the yields could be expected from different rock formations
         at different depths, for the generators available to the Company for
         these treatments (future treatments will require a greater inventory of
         generators for different depths and rock formations);
o        Show increases in marginal wells, where other methods could not provide
         economically viable well hydrocarbon increases;
o        Establish the economies of the well treatment
o        Train the Company's staff such that the staff could utilize the
         generators without assistance from the Russian training crews;
o        Establish data from all the wells, to utilize in publications and with
         well operators, including the filming of the process, to confirm the
         technology;

The Company has not treated any additional oil wells. The Company is arranging
for the return of representatives from the Russian Federation to complete the
training of the Company's staff. The Company expects to complete training in the
second quarter of 2002, concurrent with the training of its joint venture
partner, J-TEX Corporation, a Nevada Corporation.

A team of FR&PC ALTAI scientists did join the Company's US treatment team in the
Spring and Summer of 2000, for purposes of treating the initial wells that were
utilized to transfer the technology to the Company. Final field training is
scheduled in the second quarter of 2002, concurrent with the training of its
joint venture partner, J-TEX Corporation. Results from the first treated wells,
confirmed the value of the technology. Also, during the treatments, the
Company's technical personnel were trained on safety and effectively conducted
the entire procedure, from assembly and ignition down to data collection. In 20
out of 20 wells, the technology established communication with the reservoir.
This was seen instantly on the well site. In some cases, initial production was
generated from the wellhead. No known damage was created in the wells, as
demonstrated, by water (in the case of a water injection well that was treated)
or hydrocarbon increased production. The Company contracted for these wells,
without having the technology transferred, which was the purpose of these well
treatments. Of the 20 wells, 15 wells were shut in for 4-15 years, and the
balance of the wells were producing 1 barrel of oil, or less per day, prior to
treatment.




<PAGE>
The technology, as transferred, in management's opinion, would only be used in
those wells to be commercially viable which are about 7 of the wells that were
treated. Now that the technology has been acquired, the Company can determine,
in advance, which wells should be treated and what the yields should be from the
mathematical probability curves.

These treatments confirmed to management that the claims made by FR&PC ALTAI,
which are included on the Company's web site, for success and hydrocarbon yield,
are actually exceeded by proper use of the technology.

6. The Market: Target Customers and Marketing Strategy

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

Short Term Strategy

The Company has determined that its Generator(TM) services can be provided at an
almost negligible cost when compared to the profit potential available for oil
and gas wells, with a high rate of success. This success is documented though
results -- evidenced by the Russian certification of the Generator(TM) process,
which shows a 65%+ success rate of first 6,500 well treatments during the
product development stage, which was concluded in 1986.

The Company will not benefit from its process unless the Generator(TM) well
treatment is successful. The Company will treat a well for 38-50% (or a
negotiated fee for service) of increased production of new oil or gas, as
produced by the Company's treatment process. (The revenue sums are subsequent to
the land lease override and state production taxes, which generally account for
20% of the gross production.) As an example, if the oil well is producing 20
barrels per day before treatment, and produces 120 barrels of oil per day after
treatment; then the Company would receive one half of 100 barrels per day (120
less the 20 barrels for the land lease and state production taxes) or about
$1,250 per day. (calculated at $25 per barrel) Annual revenue would be
approximately $300,000 per year for a well with this increased yield.

As with any well treatment procedure, this process works for a specific period
of time. The Company will subsequently re-treat the well, as in the example
cited above, then split the gross revenues with the well operator, less the land
lease override and state production taxes. Well treatment will be made available
as long as, in the Company's opinion, there remains a substantial opportunity to
the increase well production and oil or gas output, or the well operator may opt
to pay a fee for service, if the Company is unwilling to continue treatments.

The Company anticipates expanding its sales and technical staff upon receipt of
additional financing, and plans to continue contracting through its joint
venture with J-TEX Corporation in North South and Central America. Of the 2.9
million wells in the US and Canada, 2.5 million wells are inactive or are very
low producers. The Company estimates that at least two-thirds of these wells are
owned by small or intermediate-sized companies, comprising 85% of the oil and
gas production in the US and Canada. The joint venture agreement with J-TEX
Corporation calls for exclusive representation of new well contracts, while the
Company can treat wells where J-TEX is not operational. The agreement also
states that J-TEX plans to provide and treat 80 wells per month on an ongoing
basis, after training and the start-up phase, and annually 1500 wells, or more,
in subsequent years. While the Agreement allows for the continuation of
production override service contracts, based upon hydrocarbon increases, a fee
for service option is provided for well operators, which also takes into
consideration the government ownership of wells in South and Central America.

The Company has also entered into a joint venture Agreement with
Representaciones Barki Cia, of Quito, Ecuador. The joint venture calls for
minimum purchases of gas generators equal to $550,000 in the first year and
$1,100,000 in the second year, with profit sharing above the minimum purchase
costs. As of this annual report, scheduling of training for the Barki Cia's
staff was scheduled for February 2002, however has been delayed due to
government employment strikes. Those strikes have just be resolved, and the
Company is expecting training and the technology introduction to PetroEcuador
within the next 30 days.

Long Term Strategy

Company's management feels that a great opportunity exists with large oil and
gas companies in the US, Canada, and offshore wells. The Company does not
believe that all large oil well companies will provide a percentage of the oil
to be produced at the current pricing of oil and gas. Rather, the Company
believes it will receive a fee for its Generator treatment services, often as
high as $1,000,000 per treatment for offshore wells. Many offshore oilrigs have
greater than five wells, drilled below the ocean, and therefore the process may
produce a revenue stream without oil override contracts in these instances.



<PAGE>
It is the Company's strategy to separate itself from any other company using
inert gases that are pumped into a well, similar to hydraulic fracturing, with
the same 20-30% success rate. It is also the Company's strategy to differentiate
itself from any other company utilizing gas generator technology and the Company
has:

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

The Company intends to maintain a high level of secrecy regarding the production
and use of Generators(TM) following the acquisition of the technology from FR&PC
ALTAI. The Company may transfer a portion of the manufacturing technology to
another part of the world such as South America; however, all production
technology is not anticipated to be transferred outside of one production
facility in the US.

With the training believed to be completed with J-TEX and Barki Cia's staff in
the second quarter of 2002, revenues are expected throughout the remainder of
fiscal of 2002.

The Russian Federation has had and will continue to have meeting on behalf of
the Company's technology with other governments, within the Company's
geographical territory of North, South and Central America. This will be a
continuing source of relationships for South and Central American wells for the
Company.

Multiple zones in wells and wells that have been shut-in are further sources of
revenue, with new contracts that will be the source of revenue for the Company
for wells with zones that have not been "brought in".

7. Competition

Several companies have been involved or are currently involved in some type of
gas generating stimulation. The Company believes that the current gas generation
technology in use today, while somewhat effective, is inferior to the Company's
Generator(TM) technology, as it is more expensive and has not compiled the same
success rate. The following companies provide minimal competition:
Servo-Dynamics,Inc., Schlumberger Technology, Compulog PST, and Oryx Energy
Company.

8. Government Regulations

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

Oil Industry Regulation

General.

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


<PAGE>
Price Regulations.

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

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

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

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

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

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

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


ITEM 2. DESCRIPTION OF PROPERTIES

PROPERTIES

        The Company currently leases facilities consisting of approximately
2,700, square feet of office space in Boca Raton, Florida pursuant to a five
year lease, with initial monthly base rental amount of $5,969, inclusive of
taxes, operating expenses for the common area of the building, maintenance,
janitorial services and electricity. The Company also leases a storage facility
for its gas generators, which is centrally located in the oil/gas producing
states. From this location, the Company can readily ship its generators
throughout North America.


<PAGE>
ITEM 3. LEGAL PROCEEDINGS

         There are two legal proceedings the Company has been involved with in
2001, that will extend into 2002.

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

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

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

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

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

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

         Not Applicable


<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

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

            Period                                       High             Low
         1999

         Fourth Quarter                                 $9.000          $3.500

         2000

         First Quarter                                  $7.750          $3.125
         Second Quarter                                 $7.750          $3.375
         Third Quarter                                  $6.688          $1.469
         Fourth Quarter                                 $1.594          $ .563

         2001
         First Quarter                                  $1.156          $ .750
         Second Quarter                                 $2.100          $ .750
         Third Quarter                                  $1.100          $ .450
         Fourth Quarter                                 $ .750          $ .220

         2002
         First Quarter                                  $ .550          $ .150

         The Company believes that as of December 31, 2001, there were
approximately 83 record holders of the Company's Common Stock. The Company
believes that there are substantially in excess of 400 beneficial and round lot
holders of the Company's Common Stock.

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

ITEM 6.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

RESULTS OF OPERATIONS

Revenues decreased from $152,261 for the year ended December 31, 2000, to $0 for
the year ended December 31, 2001. The Company has not treated any additional oil
wells since the above mentioned. The Company is arranging for the return of
representatives from the Russian Federation to complete the training of the
Company's staff. The Company expects to complete training in the second quarter
of 2002.

Cost of goods sold decreased to $0 for the year ended December 31, 2001 from
$111,043 for the year ended December 31, 2000. As mentioned above the Company
has not treated any additional wells during fiscal 2001.

General and administrative expenses decreased from $1,104,237 for the year ended
December 31, 2000 to $1,086,688 for the year ended December 31, 2001 a decrease
of $17,549. The decreases were due to payroll reductions, and decreased legal
and accounting fees.

Stock compensation expense was from $2,467,595 for the year ended December 31,
2000 compared to $340,013 for the year ended December 31, 2002. In Fiscal 2000
the Company issued common stock to three employees of the Company, in lieu of
and as replacement for employee stock options, and issued common stock for
financial consulting and public relation services. the Company also expensed
deferred compensation in the amount of $899,257. Such amounts represent stock
issued for financial consulting services. The Company has decided to cancel the
consulting services agreement. During Fiscal 2001 the Company issued stock and
warrants to certain consultants.

Interest expense for the year ended December 31, 2000 was $57,449 compared to
$112,624 for the year ended December 31, 2001 an increase of $55,175. The
increase is do to the Company's increase in borrowings.


<PAGE>
INVESTING

Cash used in investing activities decreased from $65,648 for the year ended
December 31, 2000 to $649 for the year ended December 31, 2001 a decrease of
$64,999.The decrease was do to a reduction in purchases.

LIQUIDITY AND CAPITAL RESOURCES

The Company issued 226,000 shares of common stock valued at $144,920 to several
consultants for financial services and investor relations.

The Company issued a consultant 400,000 stock options exercisable at prices
between $1.50 and $4.00 per share. These options were valued at $51,125.

The Company completed a private placement of a total of 20,000 shares of common
stock for net proceeds of $6,000.

The Company borrowed a total of $460,272 from an Investment Trust based in
Bermuda. The notes bear interest at 12.5% per annum and are payable upon demand.

In January of 2002 the Company sold a total of 295,000 shares of common stock
for gross proceeds of $88,500. The Company also borrowed a total of $60,000 in
January of 2002. The notes are payable six months from the date of issuance in
the amount of $90,000. The Company also granted a total of 200,001 common stock
options exercisable at $.30 to the holders of these notes.

In February 2002 the Company issued a total of 500,000 shares of common stock to
an employee and several consultants.

The report of the independent auditors on the Company's financial statements as
of December 31, 2001 contains an explanatory paragraph regarding an uncertainty
with respect to the ability of the Company to continue as a going concern. The
Company is not generating significant revenues and has an accumulated deficit of
($5,930,924). The Company anticipates that its use of cash will be substantial
for the foreseeable future. In particular, management of the Company expects
substantial expenditures in connection with the treatment of additional wells.
The Company expects that funding for these expenditures will be available out of
the Company's future cash flow and issuance of equity and/or debt securities
during the next 12 months and thereafter. There can be no assurance whether or
not such financing will be available on terms satisfactory to management. If the
Company does not obtain additional financing, it will be unable to purchase the
minimum amount of generators under its contract with FR&PC ALTAI.


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

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


                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report                                                F-2

Balance Sheet                                                               F-3

Statements of Operations                                                    F-4

Statement of Stockholders' Deficit                                          F-5

Statements of Cash Flows                                                    F-6

Notes to Financial Statements                                        F-7 - F-12

















<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Geotec Thermal Generators, Inc.



We have audited the accompanying balance sheet of Geotec Thermal Generators,
Inc. as of December 31, 2001, and the related statements of operations, changes
in stockholders' deficit, and cash flows for the years ended December 31, 2001
and 2000. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Geotec Thermal Generators, Inc.
as of December 31, 2001, and the results of its operations and its cash flows
for the year ended December 31, 2001 and 2000 in conformity with accounting
principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred losses of
$1,539,325 and $3,588,063 for the years ended December 31, 2001 and 2000,
respectively. Additionally, the Company had a working capital deficiency of
$1,633,068 at December 31, 2001. These conditions raised substantial doubt about
the Company's ability to continue as a going concern. Management plans with
respect to these matters are also described in Note 2 to the financial
statements. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.



                                                /S/ Feldman Sherb & Co., P.C.
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants



New York, New York
April 9, 2002



                                       F-2


<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                                  BALANCE SHEET


                             ASSETS

CURRENT ASSETS:
     Cash                                                       $         5,359
     Inventories, net                                                    25,270
     Due from officer                                                   148,309
                                                                ----------------
         TOTAL CURRENT ASSETS                                           178,938
                                                                ----------------

PROPERTY AND EQUIPMENT, net                                              31,110

PATENTS                                                                  13,688

DEPOSIT                                                                  16,878
                                                                ----------------
                                                                $       240,614
                                                                ================

             LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                      $       784,389
     Notes Payable                                                    1,027,617
                                                                ----------------
         TOTAL CURRENT LIABILITES                                     1,812,006
                                                                ----------------


STOCKHOLDER'S DEFICIT:
     Common stock, $.001 par value, 50,000,000
       shares authorized; 22,206,108 shares
       issued and outstanding                                            22,206
     Additional paid-in capital                                       4,337,326
     Accumulated deficit                                             (5,930,924)
                                                                ----------------
        TOTAL STOCKHOLDERS' DEFICIT                                  (1,571,392)
                                                                ----------------

                                                                $       240,614
                                                                ================








                        See notes to financial statements
                                       F-3


<PAGE>
<TABLE>
<CAPTION>
                         GEOTEC THERMAL GENERATORS, INC.
                            STATEMENTS OF OPERATIONS


                                                           Year Ended December 31
                                                          2001                2000
                                                     ----------------    ----------------

<S>                                                  <C>                 <C>
REVENUES                                             $             -     $       152,261

COST OF GOODS SOLD                                                 -             111,043
                                                     ----------------    ----------------

GROSS PROFIT                                                       -              41,218

COSTS AND EXPENSES:
     General and administrative                            1,086,688           1,104,237
     Stock compensation expense                              340,013           2,467,595
                                                     ----------------    ----------------

OPERATING LOSS                                            (1,426,701)         (3,530,614)

    Interest expense                                        (112,624)            (57,449)
                                                     ----------------    ----------------
NET LOSS                                             $    (1,539,325)    $    (3,588,063)
                                                     ----------------    ----------------


NET LOSS PER SHARE - BASIC AND DILUTED               $         (0.07)    $         (0.17)
                                                     ================    ================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING - BASIC AND DILUTED                22,206,108          21,220,970
                                                     ================    ================








                        See notes to financial statements
</TABLE>
                                       F-4


<PAGE>
<TABLE>
<CAPTION>
                                          GEOTEC THERMAL GENERATORS, INC.
                                        STATEMENT OF STOCKHOLDERS' DEFICIT



                                          Common Stock         Additional
                                ---------------------------     Paid-in         Deferred        Accumulated
                                   Shares          Amount       Capital       Compensation        Deficit             Total
                                ---------------------------   ------------  ---------------   ---------------   ----------------

<S>                             <C>             <C>           <C>           <C>               <C>               <C>
Balance at December 31, 1999       20,737,775   $   20,738    $   823,275   $     (110,250)   $     (803,536)   $       (69,773)

  Sale of common stock                207,333          207        625,541                -                 -            625,748
  Issuance of stock
     options for services                   -            -        430,978          (42,138)                -            388,840
  Stock issued to employees           378,000          378      1,133,622                -                 -          1,134,000
  Shares issued for services          637,000          637      1,122,111       (1,077,250)                -             45,498
  Amortization of deferred
    Compensation                            -            -              -          899,257                 -            899,257
Net Loss                                                                                          (3,588,063)        (3,588,063)
                                --------------  -----------   ------------  ---------------   ---------------   ----------------
Balance at December 31, 2000       21,960,108       21,960      4,135,527         (330,381)       (4,391,599)          (567,463)

  Sale of common stock                 20,000           20          5,980                -                 -              6,000
  Issuance of stock
     options for services                                          51,125                -                 -             51,125
  Shares issued for services          226,000          226        144,694                -                 -            144,920
  Amortization of deferred
    compensation                            -            -              -          330,381                 -            330,381
Net Loss                                    -            -              -                -        (1,539,325)        (1,539,325)
                                --------------  -----------   ------------  ---------------   ---------------   ----------------
Balance at December 31, 2001       22,206,108   $   22,206    $ 4,337,326   $            -    $   (5,930,924)   $    (1,571,392)
                                ==============  ===========   ============  ===============   ===============   ================




                                          See notes to financial statements
                                                         F-5
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               GEOTEC THERMAL GENERATORS, INC.

                                  STATEMENTS OF CASH FLOWS



                                                             Year ended December 31,
                                                            2001                  2000
                                                      ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                   <C>                   <C>
     Net loss                                         $      (1,539,325)    $      (3,588,063)
                                                      ------------------    ------------------
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                             15,970                13,389
       Write-off of inventories                                  25,270                     -
       Amortization  of deferred compensation                   330,381               899,257
       Stock options issued for compensation                     51,125               388,840
       Stock issued for compensation                            144,920             1,179,498

     Changes in assets and liabilities:
          Inventories                                                 -                79,420
          Due to officers                                      (144,787)               (3,522)
          Prepaid expenses                                       12,400               (12,400)
          Organizational costs                                      374                     -
          Accounts  payable and accrued expenses                591,887               182,764

                                                      ------------------    ------------------
NET CASH USED IN OPERATING ACTIVITIES                          (511,785)             (860,817)
                                                      ------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Patent expenses                                               (649)              (13,039)
     Purchase of property and equipment                               -               (52,609)

                                                      ------------------    ------------------
NET CASH USED IN INVESTING ACTIVITIES                              (649)              (65,648)
                                                      ------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of debt                                                -              (120,000)
     Proceeds from issuance of debt                             460,272               447,845
     Proceeds from issuance of common stock                       6,000               625,748

                                                      ------------------    ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       466,272               953,593
                                                      ------------------    ------------------

NET INCREASE (DECREASE) IN CASH                                 (46,162)               27,128

CASH, beginning of year                                          51,521                24,393
                                                      ------------------    ------------------
CASH, end of year                                     $           5,359     $          51,521
                                                      ==================    ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for:
          Income taxes                                $               -     $               -
                                                      ==================    ==================
          Interest                                    $               -     $           7,260
                                                      ==================    ==================



                                     See notes to financial statements
                                                  F-6
</TABLE>


<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


1.       ORGANIZATION

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

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

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.  Basis of Presentation - The Company has incurred operating losses
             of approximately $1,539,325 and $3,588,063 for the years ended
             December 31, 2001 and 2000. There is also a working capital
             deficiency of $1,633,068 at December 31, 2001. No assurances exist
             that the Company will not encounter substantial delays and expenses
             related to the financing of its successful completion of its
             product development and marketing efforts. The Company will be
             required to expand its management and administrative capabilities
             in order to manage the aforementioned items as well as to respond
             to competitive market conditions. These and other factors may
             require additional funds and the Company may seek such funds
             through additional equity financing, debt financing, collaborative
             arrangements or from other resources. Such funds may not be
             available on terms acceptable to the Company.

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

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

                                       F-7


<PAGE>
         D.  Inventories - Inventories are stated at lower of cost or market on
             the first-in, first-out method of inventory valuation.

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

         F.  Stock based compensation - The Company accounts for stock
             transactions  in  accordance  with APB Opinion No. 25, "Accounting
             For Stock Issued To Employees." In accordance with Statement of
             Financial  Accounting  Standards  No. 123 ("SFAS 123"), "Accounting
             For Stock - Based Compensation," the Company adopted the pro forma
             disclosure requirements of SFAS 123.

         G.  Concentration of credit risk - Credit losses, if any, have been
             provided for in the financial Statements and are based on
             management's expectations. Financial instruments which potentially
             subject the Company to concentrations of credit risk are primarily
             cash and accounts receivables. The Company invests its excess cash
             in high quality short-term liquid money market instruments with
             major Financial institutions and the carrying values approximate
             their market value. The Company does not believe that it is subject
             to any unusual or significant risks, in the normal course of
             business.

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

         I.  Net loss per share - Basic loss per share has been calculated based
             upon the weighted average number of common shares outstanding.
             Stock options have been excluded as common stock equivalents in the
             diluted earnings per share because they are either antidilutive, or
             their effect is not material.

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

         K.  Impairment of long-lived assets - The Company reviews long-lived
             assets for impairment whenever circumstances and situations change
             such that there is an indication that the carrying amounts may not
             be recovered. At December 31, 2001, the Company believes that there
             has been no impairment of its long-lived assets.

         L.  Recent accounting pronouncements

             In June 2001, the FASB issued SFAS No. 141, "Business Combination",
             SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No.
             143, "Accounting for Asset Retirement Obligations",. SFAS No. 141
             requires the use of the purchase method of accounting and prohibits
             the use of the pooling-of-interest method of accounting for
             business combinations initiated after June 30, 2001. It also
             requires that the Company recognize acquired intangible assets
             apart from goodwill. SFAS No. 142 requires, among other things,
             that companies no longer amortize goodwill, but instead test
             goodwill for impairment at least annually. In addition, SFAS No.
             142 requires that the Company identify reporting units for the
             purposes of assessing potential future impairments of goodwill,
             reassess the useful lives of other existing recognized intangible
             assets, and cease amortization of intangible assets with an
             indefinite useful life. SFAS No. 143 establishes accounting
             standards for recognition and measurement of a liability for an
             asset retirement obligation and the associated asset retirement
             cost, which will be effective for financial statements issued for
             fiscal years beginning after June 15, 2002. The adoption of SFAS
             No. 141, SFAS No. 142 and SFAS No. 143 is not expected to have a
             material effect on the Company's financial position, results of
             operations and cash flows.

                                       F-8


<PAGE>
3.        DUE FROM OFFICERS

The Company loaned two Directors of the Company money throughout the year. The
loans begin to accrue interest on December 31, 2001 at a rate of 4% per annum.
At the Directors discretion the loan can be repaid with Company stock at value
of $.50 per share.

4.       INVENTORIES

The Company as part of their agreement with the Russian Federation (see Note 8)
was required to purchase gas generator units. These gas generators can be used
only once for each attempt at oil and gas recovery for each well. The generators
are stated at lower of cost or market. Cost is determined using the first-in
first-out method of inventory pricing.

5.        PROPERTY AND EQUIPMENT

          Property and equipment consisted of the following as of December 31,
          2001:

          Furniture and Fixtures          5 Years       $     33,990
          Data processing equipment       3 Years             30,931
                                                        -------------
                                                                          64,921
          Less: accumulated depreciation                     (33,811)
                                                        -------------
                                                        $     31,110
                                                        =============
6.       NOTES PAYABLE

         In November 1999, the Company borrowed $119,500 from an Investment
         Trust based in Bermuda. The loan is due in November 2003, four years
         from the date of issuance. Interest on the note is 12.50% per annum,
         payable upon repayment of the principal.

         During the year ended December 31, 2001 the Company borrowed a total of
         $460,272 from an Investment Trust based in Bermuda. The notes bear
         interest at 12.5% per annum and payable upon demand.

7.       COMMON STOCK AND STOCK OPTIONS

         During the year ended December 31, 2000 the Company issued common stock
         as compensation for services valuing such issues at the fair market
         value of the common stock issued. The Company issued 637,000 shares of
         common stock valued at $1,122,748 to several consultants for financial
         services and investor relations.

         During the year ended December 31, 2000 the Company issued a consultant
         25,000 stock options exercisable at $2.00 per share and 50,000 stock
         options exercisable at $3.00. These options were valued at $51,730 as
         per a Black Scholes Valuation. The Company also issued 200,000 stock
         options exercisable at $5.00 per share to a consultant. These options
         were valued at $430,978 as per a Black Scholes valuation.

         During the year ended December 31, 2000 the Company issued common stock
         as compensation for services valuing such issues at the fair market
         value of the common stock issued. The Company issued 378,000 shares of
         common stock valued at $1,134,000 to three employees.

                                       F-9


<PAGE>
         During the year ended December 31, 2000 the Company completed a private
         placements of a total of 207,333 shares of common stock for net
         proceeds of $625,748. With prices ranging from $2.50 to $5.00 per
         share. In connection with one of the placements, the Company also
         issued 50,000 common stock warrants expiring April 2003. Each warrant
         entitles the holder to purchase one share of common stock at a price of
         $4.50.

         In December 2001 the Company sold 20,000 shares of common stock at a
         price of $.30 per share.

         During 2001 the Company issued 226,000 share of common stock to
         consultants valued at $144,920. The Company also issued a total of
         350,000 stock options with prices ranging from $1.50 to $4.00 per share
         to one of the consultants. The Company incurred an expense of $51,125
         as a result of these options as per a Black Scholes valuation.

8.       INCOME TAXES

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

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

                                                  Year ended December 31,
                                            ------------------------------------
                                                 2001               2000
                                            -----------------  -----------------

           Taxes benefit computed
             at statutory rate               $       (540,000) $     (1,250,000)

           Permanent Difference                       167,000                 -

           Losses for which no tax
             benefit utilized                         373,000         1,250,000
                                             ----------------- -----------------

           Net income tax benefit            $              -  $              -
                                             ================= =================

The Company has a net operating loss carryforward for tax purposes totaling
approximately $3,400,000 at December 31, 2001 expiring between the years 2014
and 2019.

                                      F-10


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


                                            December 31, 2001
                                           ---------------------
         Tax benefit of net
         operating loss carryforward       $          1,190,000

          Valuation Allowance                        (1,190,000)
                                           ---------------------
        Net deferred tax asset recorded    $                  -
                                           =====================

9.       COMMITMENTS

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

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

                       Year ended December 31,

                        2002                                76,315
                        2003                                71,674
                        2004                                71,516
                        Thereafter                           5,974
                                                   -----------------
                                                   $       225,479
                                                   =================

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. A
total of 1,000 generators is required to be ordered in the first two years, with
a minimum of 500 units per year in the subsequent eight years.

The Company is obligated to purchase approximately $4,500,000 of generators over
the next three years.

Employment Agreements - In January 1999, the Company entered into five-year
employment agreements with two officers. The total annual commitment to the
Company for these agreements will aggregate $350,000. On October 1 2000 the
Board of Directors increased the salaries to $500,000 per annum. One March 31,
2001 The two officers lowered there salary to $350,000 per annum.

                                      F-11


<PAGE>
10.      STOCK OPTIONS

The weighted average fair value of stock options granted during the year ended
December 31, 2000 was $4.36. No employee stock options were granted in 2001.


         Stock option transactions were as follows:
                                                                Weighted Average
                     Number of options          Shares          Exercise Price
         ----------------------------------- -------------     ----------------

         Outstanding at December 31, 1998         126,000      $          2.38
                                             -------------     ----------------
         Outstanding at December 31, 1999         126,000      $          2.38
         Granted                                  275,000      $          4.36
         Cancelled                               (126,000)     $          2.38
                                             -------------     ----------------
         Outstanding at December 31, 2000         275,000      $          4.36
         Granted                                  350,000      $          3.07
                                             -------------     ----------------
         Balance December 31, 2001                625,000      $          3.64
                                             =============     ================

         The following options were outstanding at December 31, 2001:
<TABLE>
<CAPTION>

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

11. Subsequent Events

In January of 2002 the Company sold a total of 295,000 shares of common stock
for gross proceeds of $88,500. The Company also borrowed a total of $60,000 in
January of 2002. The notes are payable six months from the date of issuance in
the amount of $90,000. The Company also granted a total of 200,001 common stock
options exercisable at $.30 to the holders of these notes. In February 2002 the
Company issued a total of 500,000 shares of common stock to an employee and
several consultants.


                                      F-12


<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 9.  MANAGEMENT

                                   MANAGEMENT

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

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

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

Daniel Pepe                         47         President and Chairman

W. Richard Lueck                    52         Chief Executive Officer, Director
Secretary/Treasurer

Albert O. Banahene                  40         Chief Petroleum Engineer

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

Daniel Pepe has been Chairman and President of the Company since 1998. After
consulting from 1994-1998 with FR&PC ALTAI, a Russian military research and
production facility, he was offered the opportunity to develop their PGDBK
Generators in the North, Central, and South America markets. Mr. Pepe worked
directly with the firm and their Director General, and then successfully
negotiated with the Russian Government, identifying opportunities for successful
implementation of the technology into Asian markets.

From 1991 until 1996, Mr. Pepe served as President for Lexde Inc., a management
company, which helped identify opportunities for US companies to develop and
market products in the former Soviet Union. While there, Mr. Pepe worked with US
and Russian government agencies, gaining experience and forming strategic
alliances with several organizations. In 1994, Mr. Pepe negotiated a contract
with FR&PC ALTAI to develop the North American market for the use of their
patented atomic-size nano diamond powder within high technologies such as
Chemical Vapor Deposition and Physical Vapor Deposition film coatings.

In 1991, Mr. Pepe was an independent contractor with WTE, an independent
consulting company that identified opportunities for US companies to promote and
market their products and services in the former Soviet Union, where he
strengthened interpersonal relationships between the companies and high ranking
personnel in the Soviet Union government. Mr. Pepe's entrepreneurial experience
includes the founding and operating of successful businesses in a vast array of
industries, including real estate, ship building, and residential commercial
construction.

From 1985 until 1991, Mr. Pepe served as Vice President of Sales/Development for
Ridgemont Construction, a New England real estate developer, where he helped
develop and build residential and commercial projects throughout the region,
with the initial project generating $13,000,000. From 1984-85, Mr. Pepe worked
as a Sales Representative for PYA Monarch, a wholesale food distributor, where
he refined his sales skills, opening new accounts and establishing many customer
contacts.

From 1982-1984, Mr. Pepe was Manufacture Engineer for General Dynamics, where he
was responsible for several  manufacturing  units,  increasing worker output and
improving  the  manufacturing   process  for  various  shipping  vessels.   From
1980-1982, Mr. Pepe was Plant Supervisor for Waganhiem Provisions, Inc., a food
wholesale/distribution  company, where he managed fifty (50) employees. Mr. Pepe
is a member of the Society of Petroleum  Engineers  (SPE). Mr. Pepe received his
BS in Industrial Engineering/Technology from Roger Williams University in 1980.
<PAGE>
W. Richard Lueck has been the Chief Executive Officer, Secretary and a Director
for the Company since its inception in 1998. Mr. Lueck has accumulated over 25
years of experience in financing, building, and managing of several biomedical
companies, with jobs and duties covering executive management, marketing,
technology acquisition, quality control and operations. Mr. Lueck also currently
holds the positions of Executive Vice President for Freedom Motors, Ltd., a
company providing rotary engine development, and President of Light Lift, Inc.,
a company specializing in patented portable scaffolding systems, where he has
been responsible for the capitalization structure and obtaining financing for
both high-growth companies.

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

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

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

Mr. Banahene was a Petroleum Engineer with JHR Corporation of Bridgeville, PA
responsible for Reservoir Management and Production Optimization (1999). He also
worked for Petroleum Reservoir Engineer for GeoKnowledge AS of Oslo developing
models for prospect analysis and fiscal regimes (1998). Mr.Banahene acquired
extensive Petroleum Production Operations and Reservoir Engineering experience
on some West African fields including Nemba Field in Angola; Tano and Saltpond
Fields in Ghana; and the Ibex, Kudu and Eland Fields in La Cote d'Ivoire. He
worked with the Ghana National Petroleum Corporation for 8 years (1990-1998).
During this tenure, he played a key role in developing strategies of integration
of West African Energy Projects. He was a member with a dynamic role in a
multi-disciplinary team (GNPC-Chevron) in developing some West African oil/gas
fields to supply gas to regional thermal plants and other markets - an
integrated project. He was part of a multi-disciplinary team (from the World
Bank, Ministry of Finance, Ministry of Mines and Energy, National Petroleum and
Electric Utility companies) tasked to rank and select proposed thermal power
plants to complement existing hydroelectric system. Mr. Banahene has also been
involved in petroleum production optimization in Bavli (Byelurus) and Rechitsa
(Russia) oil fields in the late 1980's.

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

         During the year ended December 31, 2001 the Company's Board of
Directors held meetings and took action by unanimous written consent a total of
7 times.

Board Committees and Related Information

NONE.




<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding Common Stock to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
complied with for the period for which this report relates.


ITEM 10. EXECUTIVE COMPENSATION
         The following table sets forth the aggregate compensation paid to
Daniel Pepe and W. Richard Lueck (the "Named Executive Officers") by the
Company. No other executive officer of the Company was paid a total annual
salary and bonus for the fiscal year ended December 31, 2001, which was $100,000
or more.
<TABLE>
<CAPTION>

                                                                                      Securities            Other
Name and Principal              Fiscal                                                Underlying            Annual
Position                        Year              Salary             Bonus              Options          Compensation
--------                        ----              ------             -----           -------------       ------------
<S>                             <C>               <C>                   <C>               <C>                 <C>
Daniel Pepe                     2001              $193,750             -0-               -0-                 -0-
President & Chairman            2000              $126,459             -0-               -0-                 -0-
                                1999              $107,752             -0-               -0-                 -0-
                                1998               $68,626             -0-               -0-                 -0-

Richard Lueck,                  2001              $193,750             -0-               -0-                 -0-
Secretary & Treasurer & CEO     2000              $101,250             -0-               -0-                 -0-
                                1999              $ 37,002             -0-               -0-                 -0-
                                1998               $ 1,600             -0-               -0-                 -0-
</TABLE>

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

No formula or criteria have been specifically determined. On March 31, 2001 the
Mr. Pepe and Mr. Lueck reduced there salaries back to $175,000 per year. For the
year ended December 31, 2001 all of there salary has been accrued and not paid.

OPTION GRANTS IN LAST FISCAL YEAR

None

AGGREGATED FISCAL YEAR END OPTION VALUE TABLE

The following table sets forth certain information concerning unexercised stock
options held by the Named Executive Officers as of December 31, 2000. No stock
options were exercised by the Named Executive Officers during the period ended
December 31, 2001. No stock appreciation rights were granted or are outstanding.


               Number of Unexercised Option   Value of Unexercised in the money
                 Held at December 31, 2001       Options at December 31, 2001
            --------------------------------------------------------------------

Name        Exercisable        Unexercisable           Exercisable Unexercisable

NONE            -                  -                                  -


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2001, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each director and nominee for director, (iii) each Named
Executive Officer (as defined herein), and (iv) all directors and executive
officers as a group:

<TABLE>
<CAPTION>


<PAGE>

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

<S>                                                          <C>                                <C>
Daniel & Jodi Pepe........................                   637,500                            2.9%
W. Richard Lueck..........................                   787,500                            3.5%
ADRP NORM Trust (3).......................                 7,350,000                           33.1%
Honest Tee Control Trust (4)..............                 7,350,000                           33.1%

All officers and directors
as a group (2 persons)....................                16,125,000                           72.6%
</TABLE>

(1)      Unless otherwise indicated below, the persons in the table above have
         sole voting and investment power with respect to all shares shown as
         beneficially owned by them, subject to community property laws where
         applicable. A person is deemed to be the beneficial owner of securities
         that can be acquired by such person within 60 days from the date
         indicated above upon the exercise of options. Each person's percentage
         of ownership is determined by assuming that any options held by such
         person have been exercised. As December 31, 2001 there were 22,206,108
         shares of Common Stock outstanding.

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

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

(4)            Daniel and Jodi Pepe are trustees.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

The Company leases a vehicle from a related party, under an operating lease
expiring in February 2003.

The Company loaned two Directors money throughout the year. The loans begin to
accrue interest on December 31, 2001 at a rate of 4% per annum. At the Directors
discretion he may repay the loan with Company stock at value of $.50 per share.

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

      A. EXHIBITS:

Exhibit
Number            Description

Exhibit 1         Underwriting Agreement(1)
Exhibit 2         Plan of Acquisition, Reorganization, Arrangement,
                  Liquidation, Etc. (1)
Exhibit 3         Articles of Incorporation
                  By-laws (as amended) (1)
Exhibit 4         Instruments Defining the Rights of Security Holders Above (1)
Exhibit 5         Voting Trust Agreement (1)
Exhibit 6         Material Contracts (1)
Exhibit 7         Letter on Accountant Change (1)
Exhibit 8         Information on Subsidiaries (1)
Exhibit 9         Power of Attorney (1)
Exhibit 10        Employment Agreement with Daniel Pepe (1)
Exhibit 11        Employment Agreement with W. Richard Lueck(1)
Exhibit 12        Employment Agreement with Albert O. Bahahene (1)
Exhibit 14        Lease Agreement with Residuary Trust U/W Leroy E.Dettman(1)
Exhibit 15        Consent of Public Accountants

*  Filed herewith

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

      B. REPORTS ON FORM 8-K:
<PAGE>
                                   SIGNATURES


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

                         Geotec Thermal Generators, Inc.


      DATE: June__, 2002                    By:/s/Daniel Pepe
                                                  -----------------
                                                  President and COB

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

      DATE: June__, 2002                   /s/ Daniel Pepe
                                               ----------------------
                                               President and COB

      DATE: June__, 2002                   /s/ W. Richard Lueck
                                               ---------------------------------
                                               CEO, Secretary and Treasurer
                                               Principal Executive Financial and
                                               Accounting Officer