SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

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

         For the fiscal year ended December 31, 1999

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

                             Commission file number

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

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

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

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

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

         Title of Each Class          Name of Each Exchange on Which Registered

                  None                                 None

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

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

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

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

State registrant's revenues for the year ended December 31, 1999 -$0

State the aggregate market value of the voting stock held by  non-affiliates  of
the  registrant on March 31, 2000 computed by reference to the closing bid price
of the Geotec Thermal Generators, Inc. Common Stock as reported by OCTBB on that
date $5.00): $22,313,875

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares  outstanding of the  registrant's  Common Stock,  par value
$.001 per share (the "Common Stock"), as of March 31, 2000, was 20,737,775.

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


                       DOCUMENTS INCORPORATED BY REFERENCE



<PAGE>
                                     PART 1

ITEM 1.  DESCRIPTION OF BUSINESS

1. General

The Company was incorporated in the state of Florida in February 1998 to provide
services in the energy industry.  The Company's  offices are located at. 1615 S.
Federal Highway,  Suite 101, Boca Raton,  Florida 33432. The telephone number is
(561)447-7370   the  fax  number   (561)447-7371   and  the  e-mail  address  is
RLueck@Mindspring.com.  The  Company has plans to begin full  operations  in the
second quarter of 2000.

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$22.25 as of December 1999. The Company
was granted an exclusive license to import the Generators(TM) for use in the oil
and gas  exploration  industry  in August  1997 and three  subsequent  contracts
comprise the patent ability, long-term agreement and transfer of technology.

2. Background

FR&PC ALTAI, a Russian military research and production  facility,  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   and   manufacturing   the   Generators   since  the  early   1970's
(experimentation  on 6500 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  suitable  for  all  geological
conditions to depths of 22,000 feet.

The USSR Ministry of Geology approached FR&PC ALTAI in the 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 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.

                                       2

<PAGE>

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 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  the
Generators(TM)  utilize  a  process  which  is a  clean,  safe,  economical  and
environmentally-sound  procedure  which is capable of  creating  the  rebirth of
non-producing wells.

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

The  reduced  cost to  operators  is  profound  when  compared  to  conventional
hydraulic  fracturing  methods.  The procedure is relatively  simple, and easily
handled by small personal units. The entire Generator  treatment  process can be
completed in several  hours,  and always 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's  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  intends to file
several 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,  will
also be protected by Confidentiality Agreements and Employee Contracts, designed
to  cover  all  proprietary  technology  and  other  confidential   information.
Trademarks  and trade names will protect both the Company and the  Generator(TM)
registered names.

5. Vendors, Suppliers, Distributors, Customers

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

                                       3
<PAGE>

The Company's  exclusive Gas Generators(TM)  Development  Agreement,  with FR&PC
ALTAI, signed in 1997, includes a long-term  Technology Agreement 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 wells in the US and
Canada,  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  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,  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. This procedure is scientific in nature with the
ability  to  calculate  the  success  potential  and yield for any well with the
proper data  inserted  into formulas that comprise the body of knowledge for use
of the PDGBK gas generators.

The first order of generator sets have been shipped from Russia to the Company's
US warehouse.  The Company is required to purchase a minimum of 5,000 generators
over the next ten years.  A total of 1,000  generators is required to be ordered
in the first two years,  with a minimum of 500 units per year in the  subsequent
eight years.

A team of FR&PC ALTAI scientists is scheduled to join the Company's US treatment
team for purposes of treating initial wells. Upon completing each of the initial
treatments,  the wells  will  again be  analyzed  to  obtain  data that may help
increase oil production.  Also, during the treatments,  the Company's  technical
personnel  will  be  trained  to  safely  and  effectively  conduct  the  entire
procedure, from assembly and ignition down to data collection.

6. The Market: Target Customers and Marketing Strategy

There are 2.9 million oil and gas wells in North  America,  2.5 million wells in
Central  and South  America and over 6.0 million  wells in  non-exclusive  areas
world  wide.  The  Company  believes a  substantial  portion of these wells will
benefit  from  stimulation  with  the  PGDBK   Generators(TM).   Of  the  number
stimulated,  FR&PC ALTAI has  determined an average  success rate of 70% for oil
wells and 90% for gas wells.

Short Term Strategy

         The Company  has  determined  that its  Generator(TM)  services  can be
         provided  at an almost  negligible  cost when  compared  to the  profit
         potential available for oil and gas wells, with a high rate of success.
         This success is documented  though  results -- evidenced by the Russian
         certification of the Generator(TM)  process, which shows a 65%+ success
         rate of first  6500 well  treatments  during  the  product  development
         stage, which was concluded in 1986.

         The Company will not benefit from its process unless the  Generator(TM)
         well  treatment  is  successful.  The Company will treat a well for the
         first $40,000 of increased  production of new oil or gas, or two months

                                       4

<PAGE>

         of  increased  production,  whichever  is  less,  as  produced  by  the
         Company's  treatment  process.  Thereafter  then  split  all oil or gas
         revenues  thereafter  with  the well  perator.  (The  revenue  sums are
         subsequent to the land lease override and state production taxes, which
         generally account for 20% of the gross  production.) As an example,  if
         the oil well is  producing  2 barrels  per day  before  treatment,  and
         produces  10 barrels of oil per day after  treatment;  then the Company
         would  receive two months  production  increase,  or in this case,  the
         first  $40,000 of 80 barrels  per day (100 less the 20 barrels  for the
         land lease and state  production  taxes) or about  $1260 per day for 32
         days.  The Company  would then  receive the revenue from the 50 barrels
         per day or about $365,000  (calculated at $25 per barrel) over the next
         10 months, or $344,000 for the first year. Subsequent years would yield
         a declining  production curve,  which is typical of wells,  starting at
         about $300,000 per year.

         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,  for $10,000,  or two month's of increased oil
         or gas  production,  whichever is less,  then split the gross  revenues
         with  the  well  operator,  less  the land  lease  override  and  state
         production  taxes. Well treatment will be made available as long as, in
         the Company's opinion,  there remains a substantial  opportunity to the
         increase well production and oil or gas output.

         The Company  anticipates  expanding its sales and technical  staff upon
         receipt of additional financing, and plans to continue contracting with
         several oil well operators and energy companies throughout the US.

         Generator(TM)  treatment  service will initially be performed in the US
         and Canada, for the near term, with oil and gas wells that have limited
         or no  production.  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  50%  of  the  oil  and  gas
         production in the US and Canada.

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.

         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 by:

         a.    Patenting the case-less gas generator  which can be custom fitted
               to the oil producing zone height at the well site
         b.    Patenting the length between and sequence of the gas igniters, as
               well as their location inside the propellant

                                       5

<PAGE>

         c.    Patenting the pressure  sequence of gases as produced by location
               of the gas igniters;
         d.    Emphasizing  the   proprietary   nature  of  the  gas  propellant
               materials, and their method of production
         e.    Patenting 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 the
         Middle East; however,  all production  technology is not anticipated to
         be transferred outside of one production facility in the US.

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.

  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.

         The NGPA is a complicated and lengthy piece of legislation. It provides

                                       6

<PAGE>

         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.

9. RECENT EVENTS

The Company has begun marketing and signing up well operators for it proprietary
process.  The Company has  several  well  operator  contracts.  These  contracts
represent  companies  with  over  2,500  wells to be  treated.  The  Company  is
compensated for the well treatments based upon success and yield increases.  The
well  operator  pays the Company  $40,000 or two month's  increased  production,
whichever is less. After this initial payment,  the Company also receives 50% of
the increase in  production,  paid monthly.  (these sums do not include the land
lease overrides or state [production  taxes,  which generally comprise about 20%
of the total  yield.) For  example,  if a well is producing 3 barrels of oil per

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<PAGE>

day,  prior to treatment,  the Company is only paid a production  override above
the 3 barrels  per day.  If, in this  example,  the  production  increase to 103
barrels per day,  the Company  would  receive  approximately  40 barrels per day
after the first two months,  when  considering the land lease override and state
production taxes.

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 $5,300,  inclusive of
taxes,  operating  expenses  for the common area of the  building,  maintenance,
janitorial services and electricity.

ITEM 3. LEGAL PROCEEDINGS

         None.

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
          1999
          ----
         Fourth Quarter                       $9.00           $3.50

          2000
          ----
         First Quarter                        $7.75           $3.25


 The Company  believes  that as of April 6 there were  approximately  139 record
holders of the  Company's  Common  Stock.  The Company  believes  that there are
substantially in excess of 300 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.

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<PAGE>

RESULTS OF OPERATIONS

The Company is in the  development  stage.  Since its  inception  in February 2,
1998(Inception),   the  Company's  efforts  have  been  principally  devoted  to
research,  development,  initial  marketing  activities,  licensing  and raising
capital.  The Company has  generated  no revenue  and has  incurred  substantial
operating  losses to date,  which losses are continuing.  Since  inception,  the
Company  has  sustained  cumulative  losses of  ($803,536).  These  losses  have
resulted primarily from expenditures for general and administrative  activities,
including salaries and professional  fees, which have aggregated  $664,633 since
inception. Losses are expected to continue through fiscal year 2000.

Research and  development  expenses for the period  February 2,  1998(Inception)
through  December  31,  1998 were $0  compared  to  $119,500  for the year ended
December 31,  1999,  an increase of $119,500.  These  increases  were due to the
Company's payment of fees to FR&PC ALTAI for training.

General and  administrative  expenses  increased  from  $279,022  for the period
February 2, 1998 (Inception) through December 31,1998 to $521,829 for the fiscal
year ended  December 31, 1999. An increase of $242,807 the increases were due to
additional  employees hired, and increased legal and accounting fees incurred in
connection with the Company's expanding activities and patent applications.

LIQUIDITY AND CAPITAL RESOURCES

The Company  borrowed  $120,000 in November  1999. The terms of the loan are for
monthly  interest  payments  at an  annualized  rate of 12.5% per  annum.  As of
December  31, 1999 the first  interest  payment  had not been made.  The note is
payable in November  2000.  The Company  has  pledged  .42% of all common  stock
outstanding  at the date of  issuance.  Since the  Company  has missed its first
interest payment the lender has the right to acceleration.

The Company  borrowed  $119,500 in November 1999. The loan is due November 2001.
Interest  on the  note is  12.50%  per  annum,  payable  upon  repayment  of the
principal.

During  1999 the  Company  completed a private  placement  of 165,678  shares of
common stock at prices ranging from $2.38 to $3.50 per share. The Company issued
these  shares for gross  proceeds of  $417,225.  The Company  also issued  7,840
shares of common stock for services valued at $32,538. The Company issued 20,000
shares of common stock for legal services to be rendered valued at $110,250. The
Company is  currently  seeking  sources for  additional  interim  and  long-term
financing.


IMPACT OF YEAR 2000

 We are aware of the issues  associated  with the  programming  code in existing
computer  systems  associated with the Year 2000. The year 2000 issue relates to
whether  computer  systems  will  properly  recognize  and  process  information
relating  to dates in and after  the Year  2000.  These  systems  could  fail or
produce  erroneous  results if they cannot  adequately  process dates beyond the
Year 1999 and are not corrected.  Significant uncertainty exists in the software
industry concerning the potential  consequences that may result from the failure
of  software  to  adequately  address  the Year 2000  issue.  While we have only
limited hardware and software in use, we have reviewed all software and hardware
used internally by us in all support systems to determine  whether they are Year
2000  compliant.  All of our existing  software has already been upgraded by the
manufacturer or was recently purchased and is Year 2000 compliant. Therefore, we
believe our existing  systems are Year 2000  compliant.  We believe that systems
purchased  in the future will also be Year 2000  compliant,  and we will receive
appropriate confirmation and demonstrations in connection with any purchases.

                                       9
<PAGE>

Since we have only limited systems, hardware, software, equipment and appliances
given our phase of  development,  we do not believe that the total cost for Year
2000 compliance will be material.

We cannot, however,  predict the effect of the Year 2000 issue on companies with
which we transact business.  Therefore,  we cannot assure you that the effect of
the Year 2000 issue on these companies will not have a material  negative effect
on our business, financial condition or results of operations.

We use third-party equipment,  software and content,  including  non-information
technology  systems,  such  as  our  security  system,  building  equipment  and
non-capital IT systems with embedded  microcontrollers that may not be Year 2000
compliance. However, virtually all of these purchases are recent acquisitions or
we have had assurance from service  providers that they are Year 2000 compliant.
As a result of these  factors,  our  contingency  plan is  primarily  focused on
locating  back-up  suppliers  and service  providers for critical  systems.  For
example,  while we believe our current  local web hosting  provider is Year 2000
compliant  since we have  confirmations  from  them,  we have  arranged  back-up
service from another web-hosting  provider from whom we also received compliance
confirmation.  In  addition,  in order to minimize  potential  adverse Year 2000
compliance problems, we have established certain procedures.

 These procedures include designating our primary information technology officer
to identify, correct, test and implement solutions to Year 2000 problems as they
arise.  In  addition,  we have also added  additional  inventory of products and
components to allow us to remain operational,  if third-party vendors incur Year
2000 problems.  We do not have any other  contingency plans to address Year 2000
issues and we do not intend to do so.

If our  software  and computer  systems and those of our  third-party  suppliers
should fail to be Year 2000 compliant,  it would have a material  adverse effect
on us. A significant  disruption of the ability of consumers to reliably  access
the  Internet  or  portions  of it or to use their  credit  cards  would  have a
material  negative effect on demand for our products and services and would have
a material  adverse  effect on us. A  reasonable  worse case Year 2000  scenario
could involve a major failure of our material  systems or our vendors'  material
systems or failure of the Internet to be Year 2000 compliant.

These could have material adverse  consequences for us. These consequences would
include  difficulties  or  interruptions  in operating our website  effectively,
taking customer orders, processing orders, making deliveries or conducting other
fundamental parts of our business.

To date, we have not experienced any Year 2000 computer  problems.  Also, we are
not  aware  of any Year  2000  problems  experienced  by our  vendors.  We will,
however,  continue  to monitor the  situation  in the event any  problems  occur
during the year.


ITEM 7.  FINANCIAL STATEMENTS

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

                                       10

<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










<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. (a development  stage  enterprise) as of December 31, 1999, and the related
statements of operations,  changes in stockholders'  deficit, and cash flows for
the year ended  December  31, 1999 and for the period  February 2, 1998 (date of
inception)  through  December  31,  1999.  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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 audit provides 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.
(a development stage enterprise) as of December 31, 1999, and the results of its
operations  and its cash  flows for the year  ended  December  31,  1999 and the
period  February  2, 1998  (date of  inception)  through  December  31,  1999 in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and has no significant revenue from operations. It is utilizing technology
which may require substantial  expenditures to successfully  market. The Company
must successfully  complete its marketing  efforts.  As a result the Company may
need additional  funds.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern.  Management's  plans in regard to
these matters are  described in Note 2. The financial  statements do not include
any   adjustments   that  might  result  from  the  outcome  of  the   foregoing
uncertainties.

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


New York, New York
March 22, 2000







                                      F-2
<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                DECEMBER 31, 1999



                                     ASSETS

CURRENT ASSETS
  Cash                                               $          24,393
  Inventories                                                  129,960
                                                          ----------------
     TOTAL CURRENT ASSETS                                      154,353
                                                          ----------------

PROPERTY AND EQUIPMENT, net                                      7,612

ORGANIZATION COSTS, net                                            622

DEPOSIT                                                         16,878
                                                          ----------------

                                                     $         179,465
                                                          ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses              $           9,738
  Note payable                                                 120,000
                                                          ----------------
    TOTAL CURRENT LIABILITIES                                  129,738
                                                          ----------------

NOTE PAYABLE                                                   119,500
                                                          ----------------

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 50,000,000
    shares authorized; 20,737,775 shares
    issued and outstanding                                      20,738
  Additional paid-in capital                                   823,275
  Deferred compensation                                       (110,250)
  Accumulated deficit                                         (803,536)
                                                          ----------------
    TOTAL STOCKHOLDERS' DEFICIT                                (69,773)
                                                          ----------------

                                                     $         179,465
                                                          ================









                        See notes to financial statements
                                       F-3
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                      Cumulative
                                                                        February 2, 1998            February 2, 1998
                                              Year Ended              (Inception) through         (Inception) through
                                           December 31, 1999           December 31, 1998           December 31, 1999
                                        -----------------------    ------------------------    ------------------------


<S>                                        <C>                      <C>                         <C>
REVENUES                                   $         -              $            -              $            -

COSTS AND EXPENSES:
  General and administrative                   521,829                     279,022                     800,851
                                            -----------                  ----------                 -----------

OPERATING LOSS                                (521,829)                   (279,022)                   (800,851)

OTHER EXPENSES
  Interest (expense) income                     (4,058)                      1,373                      (2,685)
                                            -----------                  ----------                 -----------

NET LOSS                                   $  (525,887)             $     (277,649)             $     (803,536)
                                            ===========                  ==========                 ===========

BASIC AND DILUTED NET LOSS PER SHARE       $     (0.03)             $        (0.01)             $        (0.04)
                                            ===========                 ===========                 ===========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                        20,716,728                  20,714,775                  20,715,796
                                            ==========                 ============                 ===========


</TABLE>























                        See notes to financial statements
                                       F-4
<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                        (A Development Stage Enterprise)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>



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

<S>                                     <C>        <C>        <C>          <C>                  <C>              <C>
Balance at February 2, 1998 (Inception) 2,000,000  $  2,000   $ 282,000    $            -       $         -      $    284,000

  Net loss                                      -         -           -                 -          (277,649)         (277,649)
                                       ----------   -------    ---------    ----------------    ------------    ----------------

Balance at December 31, 1998            2,000,000     2,000     282,000                 -          (277,649)            6,351

  Issuance of common stock pursuant
  to exchange agreement                18,544,257    18,544     (18,544)                -                 -                 -
  Issuance of common stock                165,678       166     417,059                 -                 -           417,225
  Stock issued for services                27,840        28     142,760          (110,250)                -            32,538
  Net loss                                      -         -           -                 -          (525,887)         (525,887)
                                      -----------   -------    ---------    ----------------    ------------    ----------------

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









































                        See notes to financial statements
                                       F-5
<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                        Cumulative
                                                                         February 2, 1998            February 2, 1998
                                               Year Ended              (Inception) through         (Inception) through
                                            December 31, 1999           December 31, 1998           December 31, 1999
                                         ------------------------    ------------------------    ------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                      <C>                         <C>                         <C>
  Net loss                               $         (525,887)         $      (277,649)            $      (803,536)
                                         ------------------------    ------------------------    ------------------------
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
  Depreciation and amortization                       3,568                    1,753                       5,321
  Stock issued for compensation                      32,538                        -                      32,538

  Changes in assets and liabilities:
    Increase in inventories                        (129,960)                       -                    (129,960)
    Increase in organizational costs                      -                   (1,242)                     (1,242)
    Increase in deposits                            (16,878)                       -                     (16,878)
    Increase (decrease) in accounts
      payable and accrued expenses                    8,847                      891                       9,738
                                         ------------------------    ------------------------    ------------------------
NET CASH USED IN OPERATING ACTIVITIES              (627,772)                (276,247)                   (904,019)
                                         ------------------------    ------------------------    ------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                 (4,581)                  (7,732)                    (12,313)
                                         ------------------------    ------------------------    ------------------------
NET CASH USED IN INVESTING ACTIVITIES                (4,581)                  (7,732)                    (12,313)
                                         ------------------------    ------------------------    ------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of debt                    239,500                        -                     239,500
  Proceeds from issuance of common stock            417,225                  284,000                     701,225
                                         ------------------------    ------------------------    ------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES           656,725                  284,000                     940,725
                                         ------------------------    ------------------------    ------------------------

NET INCREASE (DECREASE) IN CASH                      24,372                       21                      24,393

CASH, beginning of period                                21                        -                          21
                                         ------------------------    ------------------------    ------------------------

CASH, end of period                      $           24,393          $            21             $        24,414
                                         ========================    ========================    ========================


SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for:
    Income taxes                         $                -          $             -             $             -
                                         ========================    ========================    ========================
    Interest                             $                -          $            43             $            43
                                         ========================    ========================    ========================

Non-cash investing and financing activity:
  Common stock issued for services       $          110,250          $             -             $       110,250
                                         ========================    ========================    ========================

</TABLE>

















                        See notes to financial statements
                                       F-6
<PAGE>

                     GEOTEC THERMAL GENERATORS, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                      YEAR ENDED DECEMBER 31, 1999 AND FROM
         FEBRUARY 2, 1998 (Date of Inception) THROUGH DECEMBER 31, 1998




<PAGE>





1.ORGANIZATION:

          Geotec  Thermal  Generators,  Inc.  ("Geotec"  or the  "Company")  was
          incorporated on February 2, 1998, in the state of Florida. The Company
          is in the Development stage as of December 31, 1999.

          The  Company's  intends to  commercialize  the  Russian  Federations's
          technology  for secondary  oil and gas recovery in North,  Central and
          South America.  The technology has been used on  approximately  30,000
          Russian wells to date.  The Company was formed to complete the initial
          development contract, which was executed in August 1996. Subsequent to
          the  development  contract,  three  contracts were executed,  covering
          patent  rights,  transfer  of  technology  and a  long  tem  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 is in the  development  stage and
          their  operations  are  subject  to all  the  risks  inherent  with an
          emerging  business  enterprise.  The Company has incurred an operating
          loss of  approximately  $804,000  from  February  2, 1998  (inception)
          through  December 31, 1999.  No assurance  exist that the Company will
          not encounter substantial delays and expenses related to the financing
          of its successful  completion of its product development and marketing
          effort and / or other  unforseen  difficulties.  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.  Based on the  Company's  current
          plans and  assumptions,  the  Company  believes  its cash  on-hand and
          subsequent  financing  will  be  sufficient  to fund  its  anticipated
          operations through December 31, 2000.

                                      F-7
<PAGE>

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


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

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

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

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

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

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


                                      F-8
<PAGE>
  K.      Impairment  of  long-lived  assets - The  Company  reviews  long-lived
          assets for impairment  whenever  circumstances  and situations  change
          such that there is an indication that the carrying  amounts may not be
          recovered.  At December 31, 1999, the Company  believes that there has
          been no impairment of its long-lived assets.

3.INVENTORIES

          The Company as part of their Technology  Transfer  agreement (see Note
          5) 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.

4.PROPERTY AND EQUIPMENT

          Property and  equipment  consisted of the following as of December 31,
          1999:

          Furniture and Fixtures        5 Years    $           684
          Data processing equipment     3 Years             11,628
                                                        -------------
                                                            12,312
          Less: accumulated depreciation                    (4,700)
                                                        -------------
                                                   $         7,612
                                                        =============

5.LICENSING AGREEMENTS

          In  February  1999 the  Company  entered  into an  agreement  with the
          Federal State Unitary Enterprise, a company of the Russian Federation.
          The agreement calls for the Company to purchase the technology  rights
          for secondary  oil and gas recovery for  $119,500.  This purchase also
          includes the use of Russian specialists in the development of a viable
          technology  for  the  Company.  Due  to  the  technology  being  in  a
          development  stage the  purchase  has been  expensed as  research  and
          development for the year ended December 31, 1999.

6.NOTES PAYABLE

          In  November  1999,  the  Company  borrowed  $120,000  from a Bahamian
          company.  The terms of the loan are for the monthly interest  payments
          at an annualized rate of 12.50% per annum. As of December 31, 1999 the
          first interest payment has not been made. The principal of the loan is
          to be paid one year from the date of issuance. The Company has pledged
          .42%  of all  common  stock  outstanding  on the  date  of the  note's
          issuance.  Since the Company has missed its first interest payment the
          lender has the right of acceleration.

                                      F-9
<PAGE>


          In November  1999,  the Company  borrowed  $119,500  from a Investment
          Trust based in Bermuda,  in order to  facilitate  the  purchase of its
          technology  rights  (Note 5). The loan is due in  November  2001,  two
          years from the date of  issuance.  Interest  on the note is 12.50% per
          annum, payable upon repayment of the principal.

7.COMMON STOCK

          The Company has completed a private placement of 165,678 shares of its
          common  stock at prices  ranging  from $2.38 to $3.50 per  share.  The
          Company  issued  these  shares for gross  proceeds  of  $417,225.  The
          Company also issued 4,840 shares of common stock for services.

          In December 1999 the Company  issued 20,000 shares of common stock for
          legal  services  to be  rendered.  The shares were valued at $5.51 per
          share.

          In December  1999 the Company  issued  3,000  shares  common stock for
          consulting  services  rendered.  The shares  were  valued at $5.51 per
          share.


8.INCOME TAXES

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

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

                                                         Year ended
                                             ----------------------------------
                                             December 31, 1999 December 31, 1998
                                             ----------------- -----------------

           Taxes benefit computed
           at statutory rate                 $  (202,000)         $  (110,000)

           Losses for which no tax
           benefit utilized                      202,000              110,000
                                             ----------------- -----------------

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


         The Company has a net  operating  loss  carryforward  for tax  purposes
         totaling  approximately  $780,000 at December 31, 1999 expiring between
         the years 2014 and 2019.

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



                                             December 31, 1999
                                           ---------------------

           Tax benefit of net
           operating loss carryforward       $   312,000

           Valuation Allowance                  (312,000)
                                           ---------------------
           Net deferred tax asset
           recorded                          $         -
                                           =====================



                                      F-10
<PAGE>




9.COMMITMENTS

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

          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,

                               2000                 $             67,352

                               2001                               73,752

                               2002                               76,315

                               2003                               71,674

                               2004                               71,516

                               Thereafter                          5,974
                                                           -----------------
                                                    $            366,583
                                                           =================


  b.      The  Company  entered  into an  agreement  in  December  1998 with the
          Russian Federation ("Supplier"), whereby upon successful testing of 60
          gas  generators,  the  Company is required to order a minimum of 5,000
          gas generators over a ten year period.  A total of 1,000 generators is
          required  to be ordered in the first two years,  with a minimum of 500
          units per year in the subsequent eight years.


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

  c.      Employment  Agreements  - In January  1999,  the Company  entered into
          five-year  employment  agreements with two officers.  The total annual
          commitment  to  the  Company  for  these   agreements  will  aggregate
          $270,000.

          In  July  and  December  1999,  the  Company  entered  into  a 5  year
          employment agreement with two officers. The total annual commitment to
          the Company for these agreements will aggregate $135,000.



                                      F-11
<PAGE>



10.STOCK OPTIONS

          In 1999, 126,000 options were granted.  In 1999, had compensation cost
          for the Plan  been  determined  based on the fair  value at the  grant
          dates for awards under the Plan,  The  Company's net loss and loss per
          share would have increased to the pro forma amounts indicated below:


                                          As Reported              Pro Forma
                                     ----------------------     ----------------

            Net loss                    $ (509,349)              $ (558,349)

            Basic and diluted net
            loss per share              $     (.02)              $     (.03)


          The fair value of each option  grant is estimated on the date of grant
          using the  Black  Scholes  option-pricing  method  with the  following
          weighted average  assumptions used for grants in 1999;  dividend yield
          0%,  expected  volatility  50%, risk free  interest rate 7%,  expected
          lives in years 5.

          The weighted  average fair value of stock options  granted  during the
          year ended December 31, 1999 was $2.38. No employee stock options were
          granted in 1998.







                                      F-12
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


                                    PART III


ITEM 9.  MANAGEMENT


                                   MANAGEMENT

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

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

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

Daniel Pepe                         44         President and Chairman

W. Richard Lueck                    50         Chief Executive Officer, Director
Secretary/Treasurer

Martin Scott                        32         Chief Financial Officer

Albert O. Banahene                  38         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  1996-1998 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  power  within  high  technologies  such as
Chemical Vapor Deposition and Physical Vapor Deposition film coatings.

In 1991, Mr. Pepe formed 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.

                                       11
<PAGE>

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.

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 Buffalo,  NY, where he was involved in multi-plant  marketing,
manufacturing, and operations.

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.

Martin  Scott,  a certified  public  accountant,  has been the  Company's  Chief
Financial  Officer  since  January  2000.  Mr.  Scott  serves as  Secretary  and
Treasurer and Principal  Accounting  and  Financial  Officer of Registry  Magic,
Incorporated  (RMAG) since October  1997.  From June 1996 until October 1997, he
was employed as an Audit  Supervisor by Millward & Co., CPAs.  From October 1995
until  June  1996,   Mr.  Scott  served  as   Controller   of  ERD  Waste  Corp.
(Nasdaq:ERDI),  a waste disposal company.  Prior thereto,  from January 1995, he
was  employed as a Senior  Accountant  with the firm of Richard A. Eisner & Co.,
LLP. From January 1991 to January  1995, he was employed as a Senior  Accountant
with the firm of Feldman Radin & Co., P.C.

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 include reservoir engineering
studies,  reservoir  simulation,  well test analysis,  production  optimization,
production forecasting, and oil/gas property evaluation.

                                       12

<PAGE>

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,  1999,  the  Company's  Board of
Directors held meetings and took action by unanimous  written consent a total of
12 times.

Board Committees and Related Information

NONE.

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, 1999, which was $100,000
or more.

                                       13
<PAGE>

                                                  Securities       Other
Name and Principal          Fiscal                Underlying       Annual
Position                     Year   Salary  Bonus   Options     Compensation
--------                     ----   ------  -----   --------    ------------
Daniel Pepe                  1999  $107,752  -0-      -0-           -0-
President & Chairman         1998  $ 68,626  -0-      -0-           -0-

W. Richard Lueck,            1999  $ 37,002  -0-      -0-           -0-
Secretary & Treasurer & CEO  1998  $  1,600  -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 $135,000,  with their salary  increasing to $250,000 per year
when annual revenue reaches $5,000,000. 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.

OPTION GRANTS IN LAST FISCAL YEAR

The Company  granted  options to purchase  126,000  shares of common stock at an
exercise  price of $2.38 to Albert O.  Banahene the  Company's  Chief  Petroleum
Engineer.

AGGREGATED FISCAL YEAR END OPTION VALUE TABLE

The following table sets forth certain information  concerning unexercised stock
options held by the Named  Executive  Officers as of December 31, 1999. No stock
options were exercised by the Named  Executive  Officers during the period ended
December 31, 1999. No stock appreciation rights were granted or are outstanding.

               Number of Unexercised Options   Value of Unexercised in the Money
                Held at December 31, 1999        Options at December 31, 1999
               -----------------------------  ----------------------------------


Name          Exercisable     Unexercisable     Exercisable     Unexercisable
--------      -----------     -------------     -----------     -------------
NONE              -                 -               -                 -


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of December 31, 1999,  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:

                                       14
<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                               <C>                                <C>
Daniel & Jodi Pepe........................                        787,500                            3.8%
W. Richard Lueck..........................                        787,500                            3.8%
ADRP NORM Trust (3).......................                      7,350,000                           35.4%
Honest Tee Control Trust (4)..............                      7,350,000                           35.4%
Walter Smith..............................                      1,575,000                            7.6%

All officers and directors
as a group (2 persons)....................                     16,275,000                           78.3%
</TABLE>


(1)      Unless  otherwise  indicated below, the persons in the table above have
         sole voting and  investment  power with  respect to all shares shown as
         beneficially  owned by them,  subject to community  property laws where
         applicable. A person is deemed to be the beneficial owner of securities
         that  can be  acquired  by such  person  within  60 days  from the date
         indicated above upon the exercise of options.  Each person's percentage
         of ownership is  determined  by assuming  that any options held by such
         person have been exercised.  As December 31, 1999 there were 20,775,718
         shares of Common Stock outstanding.

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

(3)      W. Richard Lueck is trustee.

(4)      Daniel and Jodi Pepe are trustees.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         All transactions between the Company and its officers, shareholders and
      each of  their  affiliated  companies  have  been  made on  terms  no less
      favorable to the Company than those available from  unaffiliated  parties.
      In the future,  the Company  intends to handle  transactions  of a similar
      nature on terms no less favorable to the Company than those available from
      unaffiliated  parties.  In  addition,  any  forgiveness  of loans  must be
      approved by a majority of the Company's  independent  directors who do not
      have an interest in the transaction and who have access,  at the Company's
      expense, to the Company's counsel or independent counsel.

      The Company  leases a vehicle  from a related  party,  under an  operating
      lease expiring in February 2003.
                                       15

<PAGE>

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

      A. EXHIBITS:

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 10.1      Employment Agreement with Daniel Pepe (*)

Exhibit 10.2      Employment Agreement with W. Richard Lueck(*)

Exhibit 10.3      Employment Agreement with Albert O. Bahahene (*)

Exhibit 10.4      Employment Agreement with Martin Scott (*)

Exhibit 10.5      Lease Agreement with Residuary Trust U/W Leroy E. Dettman (*)
----------------
*  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:

(1)       On November  30, 1999 the Company  filed a current  report on Form 8-K
          disclosing the reverse acquisition with Kennsingnton Capital Corp. and
          the changing of the Companies name to Geotec Thermal Generators, Inc.

(2)       On February  2, 2000 the Company  filed a current  report on Form 8-KA
          disclosing   the   pro  forma  financial  statements  of  the  reverse
          acquisition of the Company with Kennsington Capital Corp.


                                       16
<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 13, 2000                      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 13, 2000                      /s/ Daniel Pepe
                                               ----------------
                                                   President and COB

      DATE:April 13, 2000                      /s/ W. Richard Lueck
                                               --------------------
                                                   CEO, Secretary and Treasurer


      DATE:April 13, 2000                      /s/ Martin P. Scott
                                               -------------------
                                               Chief Financial Officer, Director