SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2002

   [ ] 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                                      65-0806381
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

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

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

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

          Title of Each Class Name of Each Exchange on Which Registered

                                      None
Securities registered under Section 12(g) of the Securities Exchange Act of
                                     1934:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

                                (Title of Class)

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

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

State registrant's revenues for the year ended December 31, 2002 $97,500

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2003, computed by reference to the closing bid price
of the Geotec Thermal Generators, Inc. Common Stock as reported by OCTBB on that
date $.32: $9,298,516

                      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, 2003, was 27,758,865.

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

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                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Forward-Looking Statements

PART I.

Item 1.    Description of Business                                         3

Item 2.    Description of Property                                         9

Item 3.    Legal Proceedings                                               9

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

PART II.

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

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

Item 7.    Financial Statements                                           13

Item 8.    Changes in and Disagreements With Accountants on Accounting
           and Financial Disclosure                                       14

PART III.

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act              14

Item 10.   Executive Compensation                                         16

Item 11.   Security Ownership of Certain Beneficial Owners and Management
            And Related Stockholder Matters                               16

Item 12.   Certain Relationships and Related Transactions                 17

Item 13.   Exhibits, List and Reports on Form 8-K                         17

Item 14.   Controls and Procedures                                        18

Signatures                                                                19



                                      - 2 -

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                                    PART 1

ITEM 1. DESCRIPTION OF BUSINESS

1. General

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

The Company has 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$ 28.00 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. The export license from the Russian Federation was granted in
November, 2001 which now allows the company to receive new supplies of gas
generators.

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).

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.

                                      -3-
<PAGE>

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. The U.S. Patent office advised the Company's Patent Counsel in
2002, that of the 37 claims, 22 of the claims have been clarified to the patent
office, filed in March, 2003.

5. Vendors, Suppliers, Distributors, Customers

The Company 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 export license delivered in the
November, 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.

The Company entered into an agreement in December 1998 with the Russian
Federation whereby upon successful testing of 60 gas generators, the Company is
required to order a minimum of 5,000 gas generators over a ten year period,
beginning with the acceptance of the technology and the receipt of the Russian
export license, which was received in November, 2001. A total of 1,000
generators are required to be ordered in the first two years from receipt of the
export license, with a minimum of 500 units per year in the subsequent eight
years for the Company to retain its exclusivity. The Company is obligated to
purchase approximately $4,500,000 of generators over the next three years
subsequent to the initial 2-year period. To date the Company has purchased a
total of 60 generators.

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.

                                      -4-

<PAGE>

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 for the company to retain its exclusivity
(starting with the acceptance of the technology in July 2000 and first contract
completed by Rosoboronexport, which was November, 2001, (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 on very high pressure gas wells. The Company has
completed initial 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. 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.

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.

                                      -5-

<PAGE>

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 supply its services on a fee for service basis, and/or, include
an override on production, as negotiated with each joint venture partner. Each
joint venture partner will succeed, based upon their individual strengths,
financing and best efforts. The Company will make every effort to make all of
its joint venture partners successful.

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 charge accordingly with the joint venture partner, 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 increase well production and oil or gas output, or the joint
venture partner may opt to pay a fee for service or percentage override, 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 for well
services, when J-TEX advises in 2003 that J-TEX Corporation is able to progress
with Geotec. 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, which permits Geotec's joint venture partnerships. 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.
J-TEX has advised the Company that J-TEX will be integrating Geotec's technology
into its services as early as June, 2003.

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. Barki Cia has advised throughout 2002, that the
changes in the government of Ecuador, and specifically PetroEcuador have not
been conducive to implement its Joint Venture with the company. In March, 2003,
Barki Cia has now advised the Company that it has made substantial progress, and
desires implementation and marketing with Geotec's assistance starting in
April/May, 2003. Implementation is subject to a Company's representative travel
and visa scheduling, which could extend into May, 2003.

On February 6, 2003, the Company announced a Joint Venture with NEW Energy Co.,
LLC, "NEC" a Wyoming Company. Under the agreement Geotec was to utilize its
technology to treat 2000 Coal Bed Methane wells over the next four years. NEC
has under contract and owns over 70,000 acres of Coal Bed Methane leases in
Sheridan County, Wyoming in the coal rich Powder River Basin, one of the areas
of highest concentrations of coal reserves in the U.S. NEC has estimates of
recoverable reserves of 2.3 trillion cubic feet (tcf) of CBM from the full
development of the properties. Based upon current average index gas pricing, the
estimated total discounted future revenues for the projects working interest are
$4.3 billion. As of the date of the contract, 38 wells have been or were at
various stages of completion. Most, or all of these wells, according to NEC,
will be capped, and new wells drilled and completed with Geotec's process to
maximize the dewatering process and increase methane gas production. Spacing for
each well pad is 80 acres per pad. Further, the initial plan was to drill two
wells per pad, however those plans have changed to a single well per pad. The
amount of coalbed methane seams to be treated has not changed, which has also
not altered the anticipated income from this project, which is anticipated to
exceed $50 million over 5 years, for only this acreage. The company understands

                                      -6-

<PAGE>

that NEC has financial commitments to fund the cost of this project estimated at
$800 million. This project is in an area where success rates typically approach
100% due to the nature of the reservoir and production mechanisms. NEC has
agreed to provide capital for initial operations and generator costs in the
second quarter of 2003, with a view to treat wells this coming summer. NEC plans
to drill an average of 10 wells simultaneously being drilled and completed, with
the dewatering process to take 12-14 months before methane gas production. In
April, 2003, NEC advised the Company that NEC has committed funds to drill/treat
and equip wells equal to $100 Million. Further, that funds would be available to
the Company, on or about May 1, 2003 to purchase generators for treatment of
NEC's wells this summer.

Under the terms of the agreement, NEC will purchase generators to be stored in
Geotec's facilities, until transported to Wyoming for implementation by NEC.
Geotec's staff, along with assistance from FR&PC Altai will design and engineer
the coal bed treatments.

On August 20, 2002, the Company announced a Joint Venture with Sierra
Corporation, whereby Sierra will initially pay $1 Million for Geotec's services.
The scope of the services includes; well evaluation for acquisition, well
enhancement design and implication of Geotec's gas generator technology to
determine which wells will be acquired by Sierra for treatment by Geotec's
process. Geotec will treat the acquired wells on a fee for service basis,
subsequent to Sierra's acquisition to increase the production or asset value of
each property. Under the agreement, gas generators will be reserved for Sierra,
as payments are made by Sierra. The first payment was received by Geotec from
the Sierra financing party. Sierra has funding arrangements executed, which
provides $250,000 initially, and an additional $2 Million shortly thereafter
from a substantial Geotec investor. Further, the Sierra funding agreement is
outlined to establish banking credit lines equal to an additional $10 Million.
As of this report, Sierra has been funded for the initial $250,000, however
further funding has not been closed. Several opportunities are pending,
according to advice by Sierra. Sierra has the first right of refusal for
treatment of their wells, concurrent with J-TEX, if they purchase a minimum of
100 gas generators for treatment in the first year of their contract with the
Company. Principals of Geotec own a minority position in Sierra.

On January 27, 2003, the Company announced the engagement of Capital Group
International (CGI). Capital Group International intends to raise a minimum of
$52 Million in debt/equity for joint ventures with associated companies
utilizing the Company's unique services. Geotec's technology will be utilized to
improve the yields and productivity (asset value) of oil and gas wells. Capital
Group International will also develop the Company's capital strategies on a
non-exclusive basis. These funds, when raised can be used for an independent
company (New Well Company, a company yet to be formed) or for Sierra, or other
joint ventures that may be in discussion or negotiation with the Company
throughout 2003. No funds have yet been raised or committed as of this report
although initial offers are in discussion.

In summary, the Company signed its exclusive agreement for the gas generators in
late 1998, and arranged for the transfer of technology in 2000. With the final
export license being received in November, 2001, the Company was limited in
expanding its business base, given the inability to obtain the gas generators.
The lawsuit against Dan Pepe, the Company's President, by UltraDiamond and
shorting of the Company's securities to low prices limited the Company's ability
to implement any direct marketing plan. Management was unwilling to dilute
shareholder positions with the raising of $5-8 Million for a marketing plan to
be implemented. As a result, Management chooses to work with joint venture
partners that would fund the Company by utilizing it services. Management
expects this strategy to be very successful throughout 2003.

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.
Discussions have been held with two groups regarding off shore well treatments,
however the company has elected to establish its on-shore business prior to any
off-shore efforts.

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:

                                      -7-
<PAGE>

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.

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. Discussions have been held with several parties regarding the treatment
of wells in Venezuela, however no contractual agreements have yet been
completed.

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.

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.

                                      -8-

<PAGE>

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.

ITEM 3. LEGAL PROCEEDINGS

There are two legal proceedings the Company has been involved with and have been
resolved as specified below.

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.

                                      -9-

<PAGE>

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 renewed until December 31, 1996, when it also terminated. No
other documents have been received by Geotec that makes any assertion, in the
Company's opinion, that UltraDiamond had any rights, at any time, except for
diamond powder and related diamond products. In communications with Altai, they
believe that UltraDiamond filed its suit against Dan Pepe, to recover their
distribution of the diamond powder such that their revenue could continue,
without full payment to Altai, as stated by Altai, for the inventory of the
diamond powder.

On or about April, 2001, following these events, UltraDiamond filed a lawsuit
against Dan Pepe, Geotec's President, alleging that Mr. Pepe, interfered with
the relationship of UltraDiamond and Altai, and sought to recover unspecified
damages from Dan Pepe. Following these events, Joe Russo contacted Dan Pepe for
a settlement, and communications occurred also with W. Richard Lueck, 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. 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 result of
these actions. Further, in Massachusetts US court, FR & PC Altai has also filed
for alleged fraud, torturous interference and improper conveyance, including
non-payment of contractual funds to Altai and return of UltraDiamond's
inventory, which Altai alleges that it has not been paid for.

On, September 12, 2002, a 12 person jury in the United States District Court for
the District of Massachusetts returned a defendant's verdict in favor of Daniel
Pepe, one of Geotec's founders and its current president, upon a claim that
Geotec's Thermal Generators, Inc.'s technology had been a corporate opportunity
of another U.S. company for which Mr. Pepe had worked, and that Mr. Pepe had
wrongfully misappropriated and taken that opportunity away with him. The name of
the case was "UltraDiamond Technologies, Inc. vs. Daniel Pepe, Civil Action No.
01-10774WGY." The misappropriation of corporate opportunity claim against Mr.
Pepe went to the jury on two theories: breach of fiduciary duty; and tortuous
interference with advantageous business relations. The jury found for Mr. Pepe
on both theories. Two other claims against Mr. Pepe - (1) that he had taken
confidential information away from UltraDiamond and (2) that he had engaged in
unfair trade practices prohibited by a Massachusetts statute - did not even
reach the jury because they were thrown out by the trial judge as completely
unsupported by the evidence. Prior to trial UltraDiamond had made a settlement
demand of $250,000.00, 6.5 Million Geotec Common Shares, and a 3% royalty of all
Geotec sales. The verdict in favor of Mr. Pepe means that UltraDiamond receives
nothing and that Mr. Pepe legally acquired the thermal generator technology for
Geotec.

                                      -10-

<PAGE>

UltraDiamond subsequently filed for a new trial, which was denied on November 6,
2002. And further, UltraDiamond filed an appeal, which, if won by UltraDiamond
would create a new trial. Management does not believe that UltraDiamond will
prevail in its appeal process.

FR & PC Altai filed in Massachusetts US Court for a Summary judgment against
UltraDiamond, in March, 2003, and the results of this motion have not been
determined as of this filing, however the court hearing has been scheduled for
April 23, 2003.

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

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

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

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

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

Not Applicable

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

2002
First Quarter                                  $ .550          $ .130
Second Quarter                                 $ .340          $ .130
Third Quarter                                  $ .240          $ .070
Fourth Quarter                                 $ .200          $ .050

2003
First Quarter                                  $ .420          $ .090

                                      -11-

<PAGE>

The Company believes that as of December 31, 2002, 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.

CRITICAL ACCOUNTING POLICIES

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

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

RESULTS OF OPERATIONS

Revenues increased from $0 for the year ended December 31, 2001, to $ 97,500 for
the year ended December 31, 2002. The Company performed consulting/engineering
services, and sold gas generators to one of its joint venture partners. 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 with regard to high
pressure gas wells, as well as the specific designs/engineering for the New
Energy coal bed methane joint venture. The Company expects to complete this
process starting in the summer and leading into the fall of 2003.

General and administrative expenses decreased from $1,086,688 for the year ended
December 31, 2001 to $724,499 for the year ended December 31, 2002 a decrease of
$362,189. The decreases were due to payroll reductions, and decreased legal and
accounting fees.

Stock compensation expense decreased from $340,013 for the year ended December
31, 2001 compared to $176,350 for the year ended December 31, 2002. In Fiscal
2002 the Company issued common stock to two employees of the Company and two
consultants.

Interest expense for the year ended December 31, 2001 was $112,624 compared to
$116,572 for the year ended December 31, 2002 an increase of $3,948. The
increase is due to the Company's increase in borrowings.

LIQUIDITY AND CAPITAL RESOURCES

The Company issued 865,000 shares of common stock valued at $176,350 to two
employees and several consultants.

The Company completed a private placement of a total of 553,334 shares of common
stock for net proceeds of $165,999.

The Company borrowed a total of $21,301 from an Investment Trust based in
Bermuda. The notes bear interest at 12.5% per annum and are payable upon demand.
The Company repaid the sum of $459,063 to the trust in the form of 1,530,210
shares of common stock. During the first quarter of 2003 the Company converted
an additional $630,963 of notes into 2,103,213 shares of common stock at a price
of $.30 per share.

The Company borrowed an additional $10,000 from an investor. The note bears
interest at a rate of 50% per annum and is payable at the end of the second
quarter, 2003, for the sum of $15,000.

                                      -12-

<PAGE>

The Company borrowed an additional $50,000, with the note bearing interest at a
rate of 50% per annum, from an investor that was converted to common stock at
year-end, for 500,000 shares of common stock.

The report of the independent auditors on the Company's financial statements as
of December 31, 2002 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
($6,883,740). 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.

ITEM 7. FINANCIAL STATEMENTS

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

                                      -13-

<PAGE>

                          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




                                       F-1
<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, 2002, and the related statements of operations, changes
in stockholders' deficit, and cash flows for the years ended December 31, 2002
and 2001. 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, 2002, and the results of its operations and its cash flows
for the year ended December 31, 2002 and 2001 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
$952,816 and $1,539,325 for the years ended December 31, 2002 and 2001,
respectively. Additionally, the Company had a working capital deficiency of
$1,911,161 at December 31, 2002. These conditions raised substantial doubt about
the Company's ability to continue as a going concern. Management plans with
respect to these matters are also described in Note 2 to the financial
statements. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.





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



New York, New York
April 4, 2003

                                       F-2


<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                                  BALANCE SHEET

                                     ASSETS

CURRENT ASSETS:
 Cash                                            $      150
 Accounts receivable, related party                  21,500
 Inventory                                           12,636
                                                    -------
    TOTAL CURRENT ASSETS                             34,286
                                                    -------

PROPERTY AND EQUIPMENT, net                          15,826

DUE FROM OFFICERS                                   205,661

DEPOSIT                                              16,879
                                                    -------
                                                 $  272,652
                                                    =======

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable                                $  130,924
 Accounts payable, related party                     37,603
 Accrued expenses                                 1,177,065
 Notes payable                                      599,855
                                                  ---------
    TOTAL CURRENT LIABILITES                      1,945,447
                                                  ---------
STOCKHOLDERS' DEFICIT:
 Common stock, $.001 par value, 50,000,000
  shares authorized; 25,654,652 shares
  issued and outstanding                             25,655
 Additional paid-in capital                       5,185,290
 Accumulated deficit                             (6,883,740)
                                                 -----------
    TOTAL STOCKHOLDERS' DEFICIT                  (1,672,795)
                                                 -----------
                                                 $  272,652
                                                 ===========





                        See notes to financial statements
                                       F-3


<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                            STATEMENTS OF OPERATIONS



                                                        Years
                                                   Ended December 31,
                                                 2002            2001
                                            ------------    -------------

REVENUES - RELATED PARTY                    $    97,500      $       -

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

COSTS AND EXPENSES:
 General and administrative                     724,499         1,086,688
 Stock compensation expense                     176,350           340,013
                                            ------------    --------------
OPERATING LOSS                                 (836,244)       (1,426,701)

Interest expense, net                          (116,572)         (112,624)
                                            ------------    --------------
NET LOSS                                    $  (952,816)     $ (1,539,325)
                                            ============    ==============

NET LOSS PER SHARE BASIC AND DILUTED        $     (0.04)     $      (0.07)
                                            ============    ==============
WEIGHTED AVERAGE NUMBER OF COMMON            24,149,008        22,206,108
    SHARES OUTSTANDING                      ============    ==============









                        See notes to financial statements


                                       F-4


<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

                                                                  Additional
                                  Common Stock                     Paid-in         Deferred      Accumulated
                                   Shares          Amount          Capital       Compensation      Deficit             Total
                                  ------------  -----------   --------------   --------------  -------------   --------------
<S>                 <C> <C>        <C>          <C>           <C>              <C>             <C>             <C>
Balance at December 31, 2000       21,960,108   $    21,960   $    4,135,527   $    (330,381)  $ (4,391,599)   $    (564,493)

 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)

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

</TABLE>




                        See notes to financial statements
                                       F-5




<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.

                            STATEMENTS OF CASH FLOWS


                                                     Years ended December 31,
                                                     2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:            -------------   --------------

Net loss                                         $   (952,816)   $  (1,539,325)

Adjustments to reconcile net loss
 to net cash used in operating
 activities:
 Depreciation and amortization                         15,284           15,970
 Write-off of inventories                              12,634           25,270
 Amortization  of deferred compensation                  -             330,381
 Stock options issued for compensation                   -              51,125
 Stock issued for compensation                        176,350          144,920
Changes in assets and liabilities:
 Accounts receivable                                  (21,500)            -
 Prepaid expenses                                        -              12,400
 Organizational costs                                    -                 374
 Other assets                                          13,687             -
 Accounts  payable and accrued expenses               561,203          591,887
                                                  -------------  --------------
NET CASH USED IN OPERATING ACTIVITIES                (195,158)        (366,998)
                                                  -------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Patent expenses                                         -                (649)
                                                  -------------  --------------
NET CASH USED IN INVESTING ACTIVITIES                    -                (649)
                                                  -------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Due from officers                                    (57,351)        (144,787)
 Proceeds from issuance of debt                        81,301          460,272
 Proceeds from issuance of common stock               165,999            6,000
                                                  -------------  --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES             189,949          321,485
                                                  -------------  --------------
NET DECREASE IN CASH                                   (5,209)         (46,162)

CASH, beginning of year                                 5,359           51,521
                                                  -------------  --------------
CASH, end of year                                   $     150    $       5,359
                                                  =============  ==============
SUPPLEMENTAL CASH FLOW INFORMATION:

Non cash transactions:

          Conversion of debt to common stock        $ 509,064    $        -
                                                  =============  ==============




                        See notes to financial statements
                                       F-6




<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS



1. ORGANIZATION

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation - The Company has incurred operating losses of
$952,816 and $1,539,325 for the years ended December 31, 2002 and 2001. There is
also a working capital deficiency of $1,911,161 at December 31, 2002. No
assurances exist that the Company will not encounter substantial delays and
expenses related to the financing of its completion of its product development
and marketing efforts. The Company will be required to expand its management and
administrative capabilities in order to manage the aforementioned items as well
as to respond to competitive market conditions. These and other factors may
require additional funds and the Company may seek such funds through additional
equity financing, debt financing, collaborative arrangements or from other
resources. Such funds may not be available on terms acceptable to the Company.

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

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

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

G. 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.

H. 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.

                                       F-7

<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


I. 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.

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


3.  ACCOUNTS RECEIVABLE - RELATED PARTY

Accounts receivable consist of normal trade receivables. The Company assesses
the collectability of its accounts receivable regularly. Based on this
assessment, an allowance for doubtful accounts is recorded, if considered
necessary. All of the Company's sales and accounts receivable are from one
customer. Approximately 40% of that company is owned by Lunar Control Trust, a
trust managed by W. Richard Lueck, Geotec's CEO. Further, Mr. Lueck is also a
director and officer of that company.


4.  INVENTORY

The Company as part of their agreement with the Russian Federation (see Note 10)
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.


5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2002:




          Furniture and Fixtures          5 Years       $     33,990
          Data processing equipment       3 Years             30,931
                                                        -------------
                                                              64,921
          Less: accumulated depreciation                     (49,095)
                                                        -------------
                                                        $     15,826
                                                        =============


6. DUE FROM OFFICERS / ACCRUED EXPENSES

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 a value
of $.50 per share. The balance including accrued interest as of December 31,
2002 is $205,661. The Company also owes those two directors $ 775,000 in past
due compensation. This amount is included in accrued expenses on the
accompanying balance sheet.




                                       F-8

<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


7.  NOTES PAYABLE

The Company borrowed a total of $21,301 from an Investment Trust based in
Bermuda. The notes bear interest at 12.5% per annum and are payable upon demand.
The Company also borrowed an additional $60,000 from two investors. The note
bears interest at a rate of 50% per annum and is payable upon demand. During the
year ended 2002 the Company converted $459,064 of debt due to the Investment
trust into 1,530,210 shares of common stock valued at $.30 per share, the fair
market value at the date of issuance. The Company also converted $50,000 of
notes from an investor into 500,000 shares of common stock valued at $.10 per
share, the fair market value at the date of issuance. The Company's notes
payable totaled $1,027,618 at December 31, 2001; the Company borrowed an
additional $81,301 and converted $509,064 to equity reducing the balance to
$599,855.

8. COMMON STOCK

The Company issued 865,000 shares of common stock valued at $176,350, the fair
market value at the date of issuance, to two employees and several consultants.

In the second quarter of 2002 the Company completed a private placement of
553,334 shares of common stock for net proceeds of $165,999.

During the year ended 2002 the Company converted $459,063 of debt due to the
Investment trust into 1,530,210 shares of common stock valued at $.30 per share.
The Company also converted $50,000 of notes from and investor into 500,000
shares of common stock valued at $.10.

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

During 2001 the Company issued 226,000 share of common stock to consultants
valued at $144,920, the fair market value at the date of issuance. 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.


9.  INCOME TAXES

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

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



                                       Years ended December 31,
                                 ------------------------------------
                                      2002               2001
                                 -----------------  -----------------

Tax benefit computed
  at statutory rate               $       (323,957) $     (486,000)

Permanent Difference                        47,889         167,000

State Income Taxes                         (31,653)        (54,000)

Losses for which no tax
  benefit utilized                         307,721         373,000
                                  ----------------- -----------------

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

The Company has a net operating loss carry forward for tax purposes totaling
approximately $3,500,000 at December 31, 2002 expiring between the years 2013
and 2020.
                                      F-10


<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS



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



                                   December 31, 2002
                                  ---------------------
Tax benefit of net
operating loss carry forward       $  1,313,000

Tax benefits of accruals                357,000

 Valuation Allowance                 (1,670,000)
                                    -----------

Net deferred tax asset recorded    $       -
                                    ===========

10.  COMMITMENTS

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

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

                                                   Year ended December 31,




                        2003                                71,674
                        2004                                71,516
                        Thereafter                           5,974
                                                   -----------------
                                                   $       149,164
                                                   =================
Rent expense for the years ended December 31 2002 and 2001 was approximately
$75,000 and $72,000 respectively.

The Company entered into an agreement in December 1998 with the Russian
Federation whereby upon successful testing of 60 gas generators, the Company is
required to order a minimum of 5,000 gas generators over a ten year period,
beginning with the acceptance of the technology and the receipt of the Russian
export license, which was received in November, 2001. A total of 1,000
generators are required to be ordered in the first two years from receipt of the
export license, with a minimum of 500 units per year in the subsequent eight
years for the Company to retain its exclusivity. The Company is obligated to
purchase approximately $4,500,000 of generators over the next three years
subsequent to the initial 2-year period. To date the Company has purchased a
total of 60 generators.

Employment Agreements

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 Mr.
Pepe and Mr. Lueck reduced their salaries back to $175,000 per year. For the
years ended December 31, 2002 and 2001 all of their salary has been accrued and
not paid.



                                      F-11


<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


11. STOCK OPTIONS


Stock option transactions were as follows:


                                                      Weighted Average
            Number of options          Shares          Exercise Price
----------------------------------- -------------     ----------------
Outstanding at December 31, 2000         275,000      $          4.36
Granted                                  350,000      $          3.07
                                    -------------     ----------------
Balance December 31, 2001                625,000      $          3.64
                                    =============     ================
Balance December 31, 2002                625,000      $          3.64
                                    =============     ===============




The following options were outstanding at December 31, 2002:

<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>


                                      F-12


<PAGE>

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

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


                                   MANAGEMENT

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

The officers and directors of the Company are as follows:

Name                                Age        Position
------------------                  ----       ---------------------------------
Daniel Pepe                         48         President and Chairman

W. Richard Lueck                    53         Chief Executive Officer,
                                               Chief Financial Officer/Director
                                               Secretary/Treasurer

Albert O. Banahene                  41         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.

                                      -14-
<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.

                                      -15-

<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, 2002, which was $100,000 or more.

                                                     Securities        Other
Name and Principal      Fiscal                       Underlying        Annual
Position                Year      Salary     Bonus    Options       Compensation
--------                ----      ------     -----   -------------  ------------
Daniel Pepe             2002     $      0     -0-       -0-              -0-
President & Chairman    2001     $      0     -0-       -0-              -0-
                        2000     $126,459     -0-       -0-              -0-

Richard Lueck,          2002     $      0     -0-       -0-              -0-
Secretary &             2001     $      0     -0-       -0-              -0-
Treasurer & CEO         2000     $101,250     -0-       -0-              -0-


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 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

No stock options were exercised by the Named Executive Officers during the
period ended December 31, 2002. No stock appreciation rights were granted or are
outstanding.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2002, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each director and nominee for director, (iii) each Named
Executive Officer (as defined herein), and (iv) all directors and executive
officers as a group:

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

Daniel & Jodi Pepe................         302,500                    1.2%
W. Richard Lueck..................         787,500                    3.1%
ADRP NORM Trust (3)...............       7,350,000                   28.9%
Honest Tee Control Trust (4)......       7,350,000                   28.9%

All officers and directors
as a group (2 persons)............      15,790,000                  62.15%

                                      -16-

<PAGE>

(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, 2002 there
were 25,654,652 shares of Common Stock outstanding.

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

(3)      Daniel and Jodi Pepe are trustees.

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

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 99.1      Certification of CEO and Accounting Officer *

----------------
* 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:

Form 8-K filed on September 30, 2002 pursuant to item 4 thereof.

                                      -17-
ITEM 14. CONTROLS AND PROCEDURES.

Our Chief Executive Officer and Chief Financial Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date within 90 days of the filing of
this Annual Report, and subject to the limitations noted hereinafter, the
Certifying Officers have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
Annual Report is accumulated and communicated to management, including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure.

The Certifying Officers have also indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including each of the Certifying Officers, does not expect that
our disclosure controls or our internal controls will prevent all error and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and their
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected

                                      -18-
<PAGE>

                                   SIGNATURES

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

                         Geotec Thermal Generators, Inc.





DATE: April   , 2003                   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: April 11, 2003                  /s/ Daniel Pepe
                                         ----------------------
                                         President and COB

DATE: April 11, 2003                  /s/ W. Richard Lueck
                                         ---------------------------------
                                         CEO, Secretary and Treasurer
                                         Principal Executive Financial and
                                         Accounting Officer

                                      -19-
<PAGE>

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Geotec Thermal Generators, Inc.
on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof, I, W. Richard Lueck, the
Chief Executive Officer and Accounting Officer of the Company, certify, pursuant
to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, that:

         1. I have reviewed this annual report on Form 10-KSB of Geotec Thermal
Generators, Inc.

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for
the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

         5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date: April 11, 2003                          /s/ W. Richard Lueck
                                                 --------------
                                           Name:  W. Richard Lueck
                                           Title: CEO, Secretary and
                                                  Treasurer Principal Executive
                                                  Financial and Accounting
                                                  Officer