UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2004

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

                  For the transition period from           to
                                                 ----------  ---------

                  Commission file number 000-26315

                         GEOTEC 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.)

         110 East Atlantic Avenue, Suite 200
         Delray Beach, Florida                                  33444
         ------------------------------------                  ----------
     (Address of principal executive offices)                 (Zip Code)

Issuer's telephone number   561-276-9960
                          ----------------

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

         Title of each class         Name of each exchange on which registered

               None                               not applicable
-----------------------------------  ------------------------------------------
       (Title of each class)

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

                                  common stock
                            -------------------------
                                (Title of class)


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         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 there is no 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 the 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.

         State issuer's revenues for its most recent fiscal year. $ 0 for the 12
months ended December 31, 2004.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the common equity held by non-affiliates computed at the closing price
of the registrant's common stock on April 13, 2005 is approximately $15,920,000.

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. As of March 31, 2005,
210,956,723 shares of common stock are issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) of the Securities Act of 1933 ("Securities Act"). Not
Applicable.

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

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         CERTAIN CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

         Certain statements in this annual report on Form 10-KSB contain or may
contain forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to raise capital, integrate
our acquisitions, obtain and retain customers, to provide our products and
services at competitive rates, execute our business strategy in a very
competitive environment, our degree of financial leverage, risks associated with
our acquiring and integrating companies into our own, risks related to market
acceptance and demand for our services, and other factors. Most of these factors
are difficult to predict accurately and are generally beyond our control. You
should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements. Readers should
carefully review this Form 10-KSB in its entirety, including but not limited to
our financial statements and the notes thereto and the risks described in "Item
1. Business--Risk Factors." Except for our ongoing obligations to disclose
material information under the Federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

         When used in this Annual Report, the terms the "Company," "Geotec,"
"we", "our", and "us" refers to Geotec Thermal Generators, Inc., a Florida
corporation, and our subsidiaries.

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                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS

         The Company was incorporated in the State of Florida in February 1998
to provide services in the energy industry. The Company's new offices are
located at 110 East Atlantic Avenue, Suite 200, Delray Beach, FL 33444,
effective April 1, 2005. The telephone number is (561) 276-9960, the fax number
(561) 276-9964, and the e-mail address is rlueck@geotecinc.com.

         The Company entered into a merger agreement with Telco Energy
Corporation on March 1, 2004, and control of the Company was given to Peter
Knollenberg, as its new President at that time, under an Operating Agreement.
That Agreement was terminated 7 months later, by mutual agreement, and due to a
lack of funding for Telco Energy Corporation.

         The Company has obtained a ten-year exclusive license to market and
sell a unique oil treatment service to customers in North, Central, and South
America. This technology, Gas Generators(TM), is designed to produce a
thermo-chemical treatment of oil and gas wells, thereby restoring and increasing
output capacities, yielding increased production of oil. The proprietary
technology was developed by the former Soviet Union Military Research and
Production Facility, ("FR&PC ALTAI,") for the USSR Ministry of Geology. This
increase in oil and gas production can be measured in barrels of oil and cubic
feet of gas per year, with one barrel of oil valued at approximately US$ 45.00
as of December 2004. The Company was granted an exclusive license to import the
Generators(TM) for use in the oil and gas exploration industry in August 1998.
The Company also secured three subsequent contracts that include the
patent-ability, long-term agreement and transfer of technology. The export
license from the Russian Federation was granted in November 2001. The Company
was granted continual exclusivity in North, South and Central America in April
2004, subject to the purchase of a minimum of 500 gas generators, over the next
two years, to retain its exclusivity. Further, the Company also was granted the
right to utilize the technology worldwide. FR&PC Altai has not granted any
licenses to other commercial suppliers. Thirteen sovereign nations were granted
the rights to the technology within their own borders.

         The Company was granted U.S. Patent No. 6,817,298 on November 16, 2004,
described as "Solid Propellant Gas Generator with Adjustable Pressure Pulse for
Well Optimization."

         The Company has purchased 5 million tons of coal and will receive 17
million tons of coal from Consolidated Resources Group "CSRG" (subject to a
royalty agreement described herein), upon the sale of the initial 5 million
tons. The Company's coal does not have to be mined, as it is "laid up" coal, at
a site in Illinois. The Company will have to provide a completed and updated
engineering report and apply for a reclamation permit to move the coal to power
plants for sale, the cost of this process is approximately $15-18 per ton.

         Coal, until the 1960's was the single most important source of the
world's primary energy. In the late 1960's it was overtaken by oil; but it is
forecast that coal, could again become the major primary energy source at some
stage during the first half of this century. (World Coal Institute, 1999)

         Today, coal is used to produce over 50% of the electricity in the
United States. The United States is the second largest producer of coal at about
1 billion tons per year. China produces about 30% more than the United States
and India is the next largest producer with about 1/3 of the United States
production. Coal usage has increased about 7% per annum, and it is expected to
continue at this rate.

         Coal is a commodity with spot prices based upon location, and
availability. Illinois basin coal spot prices are currently $37.00 per short
ton, while eastern coal and Powder River Coal are currently $65.00 and $7 per
short ton. Canadian coal sold overseas for steel mills has recently been selling
for $100 per short ton, as is coal imported to the Far East, at even higher
prices.

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         The Company is focusing and investigating the efficient production and
use of BTU output or conversion of the caloric content of hydrocarbons, through
several technologies, which would include the use of the coal owned by the
company.

         The Company also owns Kodiak Productions which is a drilling and
service company in Wyoming. The Company intends to provide drilling and oil
field services, as well as develop the hydrocarbons on its own properties, as
purchased, in Wyoming.

2.       Background

         FR&PC ALTAI, manufactures many technologies, from atomic-size diamond
powders and nitrogen air bag technology to advanced military weapons and rocket
fuel. Their firm developed the Generators(TM) in the 1970's. Prior to 1986,
ALTAI tested the Generator(TM) technology on 6500 wells. Since 1986, the
Generators(TM) have been used for commercial production for 40,000 wells. The
technology has been enhanced on a continuing basis. Currently the Generators
(TM) are suitable for geological conditions to depths below 22,000 feet. The
current model, PGDBK Generator, has been activated in more than 30,000 wells. In
the Tyumen oil basin in Russia, the Generator(TM) use yielded an additional
extraction of 295 million tons of oil.

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

         Many technologies have been used with hydrocarbons, to increase the
use, form or caloric output of coal, gas and oil. The Company is pursuing
several technologies that will maximize the profits and minimize the reclamation
costs of its coal. These multiple profit streams will be a major focus of the
Company, and may include other coal/hydrocarbons made available to the Company.
In addition, the Company intends to pursue the direct sale of the coal, to power
plants.

3.       Generator(TM) Technology/Applications

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

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

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

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<PAGE>

4.       Patents and Trademarks

         The Company was granted U.S. Patent No. 6,817,298 on November 16, 2004,
described as "Solid Propellant Gas Generator with Adjustable Pressure Pulse for
Well Optimization." 12 claims were approved by the patent office.

5.       Vendors, Suppliers, Distributors, Customers

         The Company's exclusive Gas Generators(TM) Development Agreement with
FR&PC ALTAI, includes a long-term Technology Agreement. The latter was initiated
in July 2000, with the first export license delivered to and accepted by the
Company in November 2001. This agreement has a ten-year term, with a ten-year
renewal option. The Company is obligated, by agreement with FR & PC Altai, to
purchase 500 gas generators by April, 2006, to retain its exclusivity in North,
South and Central America. If the Company fails to purchase these generators, it
will retain distribution rights, but lose exclusivity. The Company, since April,
2004 has had the rights to utilize the technology worldwide.

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

         The first 60 generators were received in the Company's US warehouse in
the spring of 2000.

         The Company has been unable to raise capital to purchase generators and
market its products during 2004. The Company has only been able to borrow funds
for minimal operations.

6.       The Market: Target Customers and Marketing Strategy

         There are 2.9 million oil and gas wells in North America and 2.5
million wells in Central and South America. The Company believes a substantial
portion of these wells, and similar wells in other regions, can benefit from
stimulation with the PGDBK Generators(TM). Further, FR&PC ALTAI has determined
an average success rate of 70% for oil wells and 90% for gas wells. The Company
intends to utilize its technology on properties it operates and owns, or on
properties that the Company has a joint venture/working interest.

7.       Competition

         Several companies have been involved or are currently involved in each
of the lines of business that compete with the Company's technology, including:
Servo-Dynamics, Inc., Schlumberger Technology, Compulog PST, and Oryx Energy
Company and other oil, natural gas, and coalbed methane exploration and oil and
gas production companies.

8.       Government Regulations

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

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

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<PAGE>

Oil Industry Regulations

General.

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

Price Regulations.

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

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

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

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

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

         Regulation of the Environment. The exploration, development, production
and processing of oil and natural gas are subject to various federal and state
laws and regulations to protect the environment. Various state and governmental
agencies are considering, and some have adopted, other laws and regulations
regarding environmental control that could adversely affect the activities of
the Company. Compliance with such legislation and regulations, together with any
penalties resulting from noncompliance therewith, will increase the cost of oil
and natural gas development, production and

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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.

OUR HISTORY

         We were incorporated on February 2, 1998, in the State of Florida. We
initially intended 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. We were
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, all of our equity was acquired by Kennsington,
Inc. in exchange for 18,714,775 shares of its common stock. As a result of this
transaction our principals received approximately 90% of the 20,714,775
outstanding common stock of Kennsington. 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 Geotec pursuant to which we are 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.

         In March 2004, we entered into a preliminary agreement to acquire
TelcoEnergy Corporation and, pending completion of the acquisition of
TelcoEnergy, we entered into an operating agreement which enabled TelcoEnergy to
operate Geotec pending finalization of the acquisition. TelcoEnergy was engaged
in acquiring and developing conventional oil and gas reserves, as well as
developing alternative fuels and resource extraction technologies. Consummation
of the acquisition was conditioned upon fulfillment of various covenants which
have not been satisfied to date. Prior to finalization, our management as well
as TelcoEnergy determined that consummation of the acquisition would not be
feasible unless TelcoEnergy obtained certain financing which will enable it to
implement the primary phase of its business plan. As a result, Geotec and
TelcoEnergy agreed to terminate the acquisition agreement and operating
agreement, and Mr. Peter Knollenberg, who served as our president pursuant to
the operating agreement, resigned in all capacities with our company.

         In December 2004, we acquired a 25% membership interest in Kodiak
Productions LLC, a newly formed entity, under an oral agreement in exchange for
our agreement to utilize our technology for oil and gas wells, as well as coal
bed methane wells, in Wyoming. In January 2005, we entered into an agreement in
principle acquiring the remaining 75% of Kodiak not already owned by us from its
members. As consideration for this membership interest, each exchanging member
will be entitled to receive a percentage of Kodiak's profits based upon his
membership interests at the time of the exchange. Mr. Rick Lueck, our CEO, owned
7.5% of Kodiak's membership interests prior to the transaction. Mr. Justin W.
Herman, who became our employee and a principal shareholder of our company after
this transaction, also owned 7.5% of Kodiak.

         In January 2005, Kodiak completed the acquisition of certain federal
and fee oil and gas leases in Wyoming covering approximately 3,520 acres from an
unaffiliated third party. Under the terms of the agreement, Kodiak paid the
seller $425,000. We provided the $425,000 to Kodiak. The seller reserved an
overriding royalty in and to each of the federal oil and gas leases of the
difference between the existing royalty and overriding royalty burden and 20%
and an overriding royalty in and to the fee oil and gas leases of the difference
between the existing royalty and overriding royalty burden and 25%. Kodiak
agreed to drill at least 20 wells on the acquired leases during calendar 2005
utilizing our technology. If Kodiak would have failed to meet these minimum
requirements, upon the request of the seller Kodiak

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would have had to convey the ownership of the acquired leases back to the seller
and the seller would retain the $425,000 purchase price. On February 1, 2005,
this agreement was terminated, and the $425,000 was returned to us.

         In February 2005, we announced that we had entered into a series of
agreements, commitments and understandings pursuant to which we have acquired
700,000 tons of coal located on certain land described as 14221 East Arrow Road,
Cuba, Illinois, ("Arrow Road Facility"), and as more fully described hereafter.
The acquisition of the coal was completed through a series of transactions and
investments as described below: ^

         *        We entered into an agreement with an existing shareholder, Dr.
Art Gottmann, who has agreed to invest $2,200,000 in exchange for 16.5 million
shares of our common stock which coupled with his existing ownership of 3.3
million shares of our common stock will result in his having 9% of the shares of
our common stock to be outstanding following the consummation of the related
transactions. Dr. Gottmann will receive a 7% net royalty interest in certain
economic rights that our wholly-owned subsidiary, Kodiak Productions, LLC,
receives from mineral properties in Wyoming and Montana. We received from Dr.
Gottmann $1,000,000 and will receive the remaining $1,200,000, on a promissory
basis.

         *        We loaned Deerfield Capital Consultants, Inc. $400,000 in
exchange for which we acquired a working capital loan that Deerfield Capital had
made to Consolidated Resources Group Inc., The working capital loan had enabled
Consolidated Resources Group to secure a reclamation permit for the coal storage
site located at the Arrow Road Facility. The working capital loan matures on
February 10, 2006 with Consolidated Resources Group having the right to extend
the maturity of the working capital loan for an additional 12 months. The
working capital loan bears interest at 12% per annum payable monthly and is
secured by 1,000,000 tons of coal located at the Arrow Road Facility, which is
separate from the coal acquisition described below.

         *        Deerfield Enterprises, Inc., which is affiliated with
Deerfield Capital solely through O'Brian Norris, who was an affiliate of both
companies, and is primarily owned and controlled by our affiliates, acquired
1,000,000 tons of coal located at the Arrow Road Facility from Consolidated
Resources Group in consideration for performance by Deerfield Capital under a
Financial Services Consulting Agreement dated February 2, 2005 with Consolidated
Resources Group pursuant to which Deerfield Capital was to obtain funding for
Consolidated Resources Group.

         *        Deerfield Enterprises has sold and transferred to us 700,000
tons of such coal in exchange for 172 million shares of our common stock. This
amount includes 90,000,000 shares of our common stock which has been issued as a
direct issuance of common stock in lieu of the contractual right to receive the
preferred stock which was convertible into common stock. As described elsewhere
herein, an aggregate of 156,900,000 shares of our common stock have been issued
to date and the remaining 15,100,000 shares have yet to be issued. Of these
shares which have been issued, 132,700,000 shares were subsequently distributed
to various principals of Deerfield Enterprises for distribution as determined by
the principals of Deerfield Enterprises. In addition, Deerfield Enterprises
acquired 2% of the 5% royalty interest received from Deerfield Capital for 21
million tons of coal located at the Cuba, Illinois property in exchange for 35
million shares of our common stock. These shares have not been issued as of the
date hereof as Deerfield Capital has yet to conclude the transactions necessary
to earn the royalty interest it is to be received as described elsewhere herein.

         *        Deerfield Enterprises was organized by Mr. Bradley Ray on
February 1, 2005 to engage in purchases of the coal property from Consolidated.
Richard Lueck, our President, Chief Executive Officer and a principal
shareholder of Geotec, who will provide ongoing services in an executive
capacity to Deerfield Enterprises, received 25% of the common stock of Deerfield
Enterprises. Justin Herman, an employee of Geotec with operating
responsibilities for Geotec for mineral development and financial services,
received 25% of the common stock of Deerfield Enterprises. O'Brian Norris, an
affiliate of Deerfield Capital, received a 25% interest in the common stock of
Deerfield Enterprises. Bradley Ray

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retained a 25% interest in Deerfield Enterprises following the issuance of the
other shares of Deerfield Enterprises as described above.

         *        Deerfield Enterprises thereafter distributed all shares of
common stock that it received in exchange for the coal transfer to us. On the
distribution, 45 million shares of our common stock were distributed to Mr.
Lueck; 21.7 million shares of our common stock were distributed to Justin
Herman; 33 million shares of our common stock were distributed to Mr. Norris;
and 33 million shares of our common stock were distributed to Mr. Ray. Deerfield
Enterprises will also receive a 20% ownership in Kodiak, our wholly-owned
subsidiary, which will engage in oil and gas exploration and acquisition of
mineral property assets.

         *        In connection with these transactions, Messrs. Lueck, Herman,
Ray and Norris have entered into a Custodial and Shareholder's Agreement and
have agreed to a lock up of their shares for a period of five years. Mr. Lueck
has also agreed to lock up all of the shares he has previously owned, which is
approximately 10 million shares of common stock.

         One million tons of coal is located on the land described as 14221 East
Arrow Road, Cuba, Illinois 61427( Arrow Road Facility). The coal property was
previously appraised in December 2003 by Moss, Johnson & Associates, Ltd. for a
predecessor in interest to Consolidated Resources Group.

         On March 14, 2005, we executed a Stock/Commodity Exchange Agreement
with Consolidated Resources Group, Inc. Pursuant to the agreement, we acquired
3,000,000 tons of laid up coal from Consolidated in exchange for 21,000,000
shares of our common stock. The coal is located on land described as 14221 East
Arrow Road, Cuba, Illinois 61427. As of the date of this annual report these
shares have not been issued.

                                  RISK FACTORS

         Before you invest in our securities, you should be aware that there are
various risks. Additional risks and uncertainties not presently known to us or
that we currently believe to be immaterial may also adversely affect our
business. You should consider carefully these risk factors, together with all of
the other information included in or incorporated by reference into this
prospectus before you decide to purchase our securities. If any of the following
risks and uncertainties were to develop into actual events, our business,
financial condition or results of operations could be materially adversely
affected.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH, SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

         Recent Federal legislation, including the Sarbanes-Oxley Act of 2002,
has resulted in the adoption of various corporate governance measures designed
to promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The Nasdaq Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges and Nasdaq are
those that address board of directors' independence, audit committee oversight,
and the adoption of a code of ethics. Our board of directors has not adopted any
of these corporate governance measures and, since our securities are not yet
listed on a national securities exchange or Nasdaq, we are not required to do
so. It is possible that if we were to adopt some or all of these corporate
governance measures, shareholders would benefit from somewhat greater assurances
that internal corporate decisions were being made by disinterested directors and
that policies had been implemented to define responsible conduct. For example,
in the absence of audit, nominating and compensation committees comprised of at
least a majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance

                                       10
<PAGE>

measures in formulating their investment decisions.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our stockholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporation Act
also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested stockholders.

         In addition, our articles of incorporation authorize the issuance of up
to 10,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which 900,000
shares have been designated as our Series A Convertible Preferred Stock. We
presently have no plans to issue any shares of Series A Convertible Preferred
Stock. Our board of directors may, without stockholder approval, issue preferred
stock with dividends, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our common
stock.

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB, BUT TRADING IN OUR STOCK IS
LIMITED. BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED
ON THE OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN
ADVERSELY AFFECT ITS LIQUIDITY.

         The market for our common stock is extremely limited and there are no
assurances an active market for our common stock will ever develop. Accordingly,
purchasers of our common stock cannot be assured any liquidity in their
investment. In addition, the trading price of our common stock is currently
below $5.00 per share and we do not anticipate that it will be above $5.00 per
share in the foreseeable future. Because the trading price of our common stock
is less than $5.00 per share, our common stock is considered a "penny stock,"
and trading in our common stock is subject to the requirements of Rule 15g-9
under the Securities Exchange Act of 1934. Under this rule, broker/dealers who
recommend low-priced securities to persons other than established customers and
accredited investors must satisfy special sales practice requirements. SEC
regulations also require additional disclosure in connection with any trades
involving a "penny stock," including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and its
associated risks. These requirements severely limit the liquidity of our
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THOSE CONTROLS ATTESTED TO BY OUR
INDEPENDENT AUDITORS.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal year ended December 31,
2004. We are evaluating our internal control systems in order to allow our
management to report on, and our independent auditors attest to, our internal
controls, as a required part of our Annual Report on Form 10-KSB beginning with
our report for the fiscal year ended December 31, 2006.

         While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive

                                       11
<PAGE>

attestation from our independent auditors. In the event we identify significant
deficiencies or material weaknesses in our internal controls that we cannot
remediate in a timely manner or we are unable to receive a positive attestation
from our independent auditors with respect to our internal controls, investors
and others may lose confidence in the reliability of our financial statements
and our ability to obtain equity or debt financing could suffer.

ITEM 2.           DESCRIPTION OF PROPERTY

         We currently lease facilities consisting of approximately 1,550 square
feet of office space in Delray Beach, Florida, pursuant to a one year lease
expiring in March 2006, with initial monthly base rental amount of $3,813,
inclusive of taxes, operating expenses for the common area of the building,
maintenance, janitorial services. Under the terms of the lease, we have a
36-month option to renew during the lease term with a 5% increase in the annual
minimum rent paid in the preceding year.

         We also lease a storage facility for storing our gas generators, which
is centrally located in the oil/gas producing states, on a month to month basis
at $375 per month.

         Kodiak Production Inc. rents a 900 square foot property in Lovell,
Wyoming on a month to month basis for $150.00 per month.

         We also rent an executive office in St. Petersburg, Florida comprised
of 168 square feet, inclusive of taxes, operating expenses for the common area
of the building, maintenance, janitorial services and electricity, for $550 per
month. These facilities are used by Jim McConnell and Bradley Ray.

ITEM 3.           LEGAL PROCEEDINGS

         None.


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

         None.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the OTCBB under the symbol "GETC." The
following table sets forth the high and low closing sale prices for our common
stock as reported on the OTCBB for our last two fiscal years. These prices do
not include retail mark-ups, markdowns or commissions, and may not necessarily
represent actual transactions.

                                                      High    Low

         Fiscal 2003

         First quarter ended March 31, 2003          $0.40    $0.08
         Second quarter ended June 30, 2003          $0.34    $0.18
         Third quarter ended September 30, 2003      $0.28    $0.16
         Fourth quarter ended December 31, 2003      $0.20    $0.11

         Fiscal 2004

         First quarter ended March 31, 2004          $1.10    $0.10
         Second quarter ended June 30, 2004          $0.61    $0.25
         Third quarter ended September 30, 2004      $0.43    $0.12
         Fourth quarter ended December 31, 2004      $0.20    $0.11


                                       12
<PAGE>

         Fiscal 2005

         First quarter ended March 31, 2005          $0.19    $0.12
         ----------------------------------------------------------

         On April 13, 2005, the last reported sale prices of the common stock on
OTCBB was $0.13 per share. As of March 31, 2005 there were approximately 109
shareholders of record of the common stock.

         DIVIDEND POLICY

         We have never declared or paid any cash dividends on our common stock.
We currently expect to retain future earnings, if any, to finance the growth and
development of our business.

         On March 15, 2004, we announced our intention to issue a 15% stock
dividend to our shareholders of record on the closing date of the acquisition of
TelcoEnergy Corporation discussed earlier in this annual report. See "Item 1.
Business - Our History." Because the transaction was terminated prior to
closing, we do not presently intend to issue any stock dividends on our common
stock.

         RECENT SALES OF UNREGISTERED SECURITIES

         None.

         SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The following table sets forth securities authorized for issuance under
equity compensation plans, including individual compensation arrangements, by us
under our 2004 Stock Option Award Plan and any compensation plans not previously
approved by our stockholders as of December 31, 2004.

                           Number of          Weighted     Number of
                           securities to be   average      securities remaining
                           issued upon        exercise     available for future
                           exercise of        price of     issuance under equity
                           of outstanding     outstanding  compensation plans
                           options, warrants  options,     (excluding securities
Plan category              and rights         warrants     reflected in column
                                              and rights   (a))

                                  (a)            (b)            (c)

2004 Stock Option Aware Plan  ___________     __________    ___________

Equity compensation plans
not approved by stockholders  ___________     __________    ___________

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read together with the information
contained in the Consolidated Financial Statements and related Notes included in
the annual report.

RESULTS OF OPERATIONS
---------------------

         General and administrative expenses decreased from $672,922 for the
year ended December 31, 2003 to $440,711 for the year ended December 31, 2004, a
decrease of $232,211. The decreases were due to payroll reductions, and
decreased legal and accounting fees.

         Stock compensation expense increased from $13,750 for the year ended
December 31, 2003 compared to $46,500 for the year ended December 31, 2003. In
Fiscal 2004, the Company issued

                                       13
<PAGE>

common stock valued at $46,500 for legal and investor relations, the fair market
value on the date of issuance.

         Gain on retirement of accounts payable decreased from $48,081 for the
year ended December 31, 2003 to $25,000 for the year ended December 31, 2004, a
decrease of $23,081. This resulted from the settlement of several old payables
for a lesser amount than was previously recorded.

         Loss on disposal of assets was $0 for the year ended December 31, 2003
compared to $15,993 for the year ended December 31, 2004. In June of 2004, the
Company sold to its Officers office equipment with a net book value of $8,263
for $10 resulting in a loss of $8,253 and patents written off for approximately
$7,000.

         Loss on receivable was $0 for the year ended December 31, 2003 compared
to $14,000 for the year ended December 31, 2004. The Company advances $14,000 to
Telco Energy Corp and determined at year end the amount to be uncollectible.

         Loss on retirement of debt was $21,727 for the year ended December 31,
2004. In February 2004, the Company issued 40,000 shares of common stock valued
at $15,000 to retire $10,000 of short-term debt and accrued interest of $12,274.
The value of those shares on the date of issuance was $44,000. The Company
recorded a loss on settlement of $21,727.

         Interest expense for the year ended December 31, 2003 was $69,366
compared to $18,694 for the year ended December 31, 2004, a decrease of $50,672.
The decrease is due to the Company's decrease in borrowings and conversion of
debt into equity.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         For the year ended December 31, 2004, the Company borrowed a total of
$26,721 from an investment trust based in Bermuda. The notes bear interest at
12.5% per annum and are payable upon demand. No demand has been made. In
February 2004, the Company converted a $10,000 note payable and $12,274 of
accrued interest into 40,000 shares of common stock. The value of those shares
on the date of issuance was $44,000. The Company recorded a loss on settlement
of $21,727. The Company issued 2,525,000 shares of common stock valued at
$463,500 to retire short-term debt due to an investment fund. In July 2004, a
consultant exercised 300,000 common stock options resulting in gross proceeds to
the Company of $46,800. A shareholder of the Company advanced $200,000 in
December 2004, this amount was subsequently converted in common stock in January
2005.

         The Company is in the process of a Private Placement with one party,
Dr. Arthur Gottmann, who has invested approximately $1 Million since January 1,
2005, and has committed to an additional $1.2 Million for 16.5 million shares of
Geotec's common stock.

         The report of the independent auditors on the Company's financial
statements as of December 31, 2004, 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 ($8,124,322). 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.

         Geotec Management is in the process of attempting to secure additional
financing through several co-managed financing structures.

                                       14
<PAGE>


ITEM 7.           FINANCIAL STATEMENTS

         Our financial statements are contained herein commencing on page F-1,
which appear at the end of this annual report.


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

         None.

ITEM 8A.          CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of December 31, 2004, the end of the period covered by this Annual Report,
our management concluded its evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. Disclosure controls and
procedures are controls and procedures designed to reasonably assure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Annual Report, is recorded, processed,
summarized and reported within the time periods prescribed by SEC rules and
regulations, and to reasonably assure that such information is accumulated and
communicated to our management, including our Chief Executive Officer and acting
Chief Financial Officer, to allow timely decisions regarding required
disclosure.

         Our management, including our Chief Executive Officer and acting Chief
Financial Officer, does not expect that our disclosure controls and procedures
will prevent all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. Further, 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, 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. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.

         As of the evaluation date, our Chief Executive Officer and acting Chief
Financial Officer concluded that we maintain disclosure controls and procedures
that are effective in providing reasonable assurance that information required
to be disclosed in our reports under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods prescribed
by SEC rules and regulations, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and the
acting Chief Financial Officer, to allow timely decisions regarding required
disclosure.

         There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date.

ITEM 8B. OTHER INFORMATION

         None.

                                    PART III

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

                                       15
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS

         NAME              AGE                   POSITION

W. Richard Lueck           55           President, Chief Executive Officer,
                                        Chief Financial Officer/Director,
                                        Secretary/Treasurer

Bradley T. Ray             54           Chairman of the Board, Executive
                                        Vice President, Corporate Development

         W. RICHARD LUECK has been the Chief Executive Officer, Secretary and a
Director for Geotec since its inception in 1998, and has served as its President
since November, 2004. Mr. Lueck has accumulated over 30 years of experience in
financing, building, and managing of several biomedical companies, with jobs and
duties covering executive management, marketing, technology acquisition, quality
control and operations. Mr. Lueck also currently holds the positions of Chief
Executive Officer and Director for Kodiak Production, LLC.. Mr. Lueck also owns
and works with Deerfield Enterprises. See Item 12. Certain Relationships and
Related Party Transactions appearing later in this annual report. He has been
responsible for the capitalization structure and obtaining financing for several
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. Mr. Lueck was also
Executive Vice President of Medical Analysis Systems from 1982 to1984, a
technology company that stabilized enzymes/clinical reagents. 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.

         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.

                                       16
<PAGE>

         Bradley T. Ray, 54, became the Chairman of the Company on April 1,
2005, and on March 1, 2005 became the Executive Vice President, Corporate
Development.

Mr. Ray was a corporate advisor providing consulting and management services
since 1999 which included the formation of TecEnergy Ltd. OTC CGGE in 2001.
Branson Energy Inc. in 2002 and Branson Energy, Texas in 2002.

In 1999, Mr. Ray organized and headed the bidding process for V-99 an off-shore
oil and gas prospect field in Australia.

From 1998 through 1999, Mr. Ray was the Chairman of General Environmental
Technologies, Inc. a publicly quoted company at the time.

From 1970 through 2000, Mr. Ray formed Mediquest, Inc. a hospital information
systems, operating in 38 states with a marketing partnership (IMAP) with IBM. In
1984, Mediquest acquired from ARA Services, a NYSE listed company, the AR
Medical Billing and changed its name to AR/Mediquest, Inc.

In 1996, Mr. Ray acquired GreenWorld Technologies, Inc., a energy conservation
company in the HC/HV business.

In 1995, Mr. Ray acquired Heartlabs of America. AR/Mediquest was then, purchased
by Heartlabs subsequently Heartlabs name was changed to Medical Industries of
America (NASDAQ NATIONAL), as part of the RUSSELL 2000.

In 1995 Mr. Ray co- founded TechnoMed, Inc.

In 1994 Mr. Ray co-founded Consolidated Health Corporation of Mississippi, Inc.
the operation and management of four hospitals and five medical clinics and
later merged the company with Churchill Technologies and then sold the company
to RX/Medical Services in 1995.

In 1991, Mr. Ray was the Chairman of the Board, founder and consultant of
Rx/Medical Services Corp. (RMX, AMEX) engaged in two healthcare businesses, the
operation and management of four hospitals and five medical clinics
(Consolidated Health Corporation of Mississippi, Inc. ("CHC"), and BioLogic Heal
Care ("BHC") was conducted through Rx Medical Imaging Corp. ("RxMIC") and Rx
Medical Management, Inc. ("Rx Medical Services"), two Florida corporations
wholly owned by Rx Medical Services.

In 1991, AR/Mediquest, as directed by Mr. Ray, listed its financial services
division on the NASDAQ:BB and subsequently acquired 17 clinical laboratories
which qualified the company under the Safe Harbor/Stark Amendment Laws with
assets of more then 100 million dollars.

In early 1980, AR/Mediquest, under Mr. Ray's guidance also acquired Wellsprings
Data Systems, (F/KA Blue Cross Blue Shield Information Systems of Colorado,
making AR/Mediquest the third largest in-house mainframe computer HIS system in
the US.

Mr. Ray graduated from High School in 1970 and in 1971 was licensed as an
Unlimited General Contractor and Underground Engineering Contractor.

                                       17
<PAGE>

KEY EMPLOYEES

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

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

         JIM MCCONNELL has been our Consultant, Corporate Development since
April 2005. Since 1995 he as been President of International Capital Management
funding specific projects in real estate, and the oil and gas fields, From mid
70's he was President of Golden Eagle Energy, an energy company drilling and
completing oil and gas wells in several western states also pipelines and
gathering systems for natural gas including R&M pipelines. Jim is an elder in
Presbyterian Church (Pasadena Pres. Church 25 yrs.) Trustee for Tampa Bay
Presbytery for six years. Jim graduated from the University of Alabama with a BA
in Pre-Law, in 1957.

DIRECTORS' COMPENSATION

         We do not pay fees to directors for their attendance at meetings of the
board of directors or of committees; however, we may adopt a policy of making
such payments in the future. We will reimburse out-of-pocket expenses incurred
by directors in attending board and committee meetings. ^

DIRECTOR INDEPENDENCE, AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND AUDIT
COMMITTEE FINANCIAL EXPERT

         None of the members of our Board of Directors are "independent" within
the meaning of definitions established by the Securities and Exchange
Commission. Our directors were either involved in the formation of our company,
as in the case of Mr. Lueck, or have been added to our Board as a result of
transactions we have undertaken in fiscal 2005, as in the case of Mr. Ray. As a
result of our limited operating history and minimal resources, small companies
such as ours generally have difficulty in attracting independent directors. In
addition, we will require additional resources to obtain directors and officers
insurance coverage which is generally necessary to attract and retain
independent directors. As we grow, in the future our Board of Directors intends
to seek additional members who are independent, have a variety of experiences
and backgrounds, who will represent the balanced, best interests of all of our
shareholders and at least one of which who is an "audit committee financial
expert" described below.

                                       18
<PAGE>

         Our Board of Directors has also not yet established an Audit Committee,
and the functions of the Audit Committee are currently performed by the entire
Board of Directors. At such time as we expand our Board of Directors to include
independent directors, we intend to establish an Audit Committee of our Board of
Directors. We are not currently subject to any law, rule or regulation, however,
requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee of our Board of Directors.

         None of our directors is an "audit committee financial expert" within
the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:

         *        understands generally accepted accounting principles and
                  financial statements,
         *        is able to assess the general application of such principles
                  in connection with accounting for estimates, accruals and
                  reserves,
         *        has experience preparing, auditing, analyzing or evaluating
                  financial statements comparable to the breadth and complexity
                  to our financial statements,
         *        understands internal controls over financial reporting, and
         *        understands audit committee functions.

CODE OF ETHICS

         We have not yet adopted a Code of Ethics applicable to our Chief
Executive Officer, principal financial and accounting officers and persons
performing similar functions, since our management group is being currently
established. The Code will be formulated once our management group is in place.


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934, as
amended, during the fiscal year ended December 31, 2004 and Forms 5 and
amendments thereto furnished to us with respect to the fiscal year ended
December 31, 2004, as well as any written representation from a reporting person
that no Form 5 is required, we are not aware of any person that failed to file
on a timely basis, as disclosed in the aforementioned Forms, reports required by
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended December 31, 2004, other than indicated below:

         Mr. Peter Knollenberg, who served as our Chairman and President during
fiscal 2004, was late in the filing of his Form 3.

ITEM 10. EXECUTIVE COMPENSATION

         The following table summarizes all compensation recorded by us in each
of the last three fiscal years for our Chief Executive Officer and each other
executive officers serving as such (the "Named Executive Officers") whose annual
compensation exceeded $100,000.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                         SUMMARY COMPENSATION TABLE

                                Annual Compensation               Long-term compensation
                           -----------------------------     ---------------------------------
                                                                     Awards                       Payouts
                                                             ----------------------             -----------
Name                                          Other                      Securities              All other
and                                           Annual         Restricted  underlying     LTIP      compen-
principal                  Salary    Bonus    Compen-        stock       options/      payouts    sation
position          Year     ($)        ($)     sation ($)     awards      SARs (#)       ($)         ($)
-----------------------------------------------------------------------------------------------------------
<S>               <C>      <C>       <C>      <C>            <C>         <C>           <C>         <C>
W. Richard        2004     $175,000  _____    __________     __________  ________      _______     _____
 Lueck(1)         2003     $175,000    0           0              0      500,000(2)       0          0
                  2002     $175,000    -           -              -         -             -          -

Daniel Pepe(3)    2003     $175,000    0           0              0      500,000(4)       0          0
                  2002     $175,000    -           -              -         -             -          -
</TABLE>

(1) Mr. Lueck has served as our CEO since 1998. Effective January 1, 1999, we
entered into five-year employment agreement with Mr. Lueck which provided an
annual base annual salary of $175,000; on October 1, 2000 our Board of Directors
increased Mr. Lueck's annual base salary to $250,000. On March 31, 2001, Mr.
Lueck agreed to a reduction in his annual base salary to $175,000. At December
31, 2003 we owed Mr. Lueck $467,228 in accrued but unpaid salary under his
employment agreement. In February 2004 we issued him 2,214,492 shares of our
common stock valued at $476,116 as payment for $438,069 of accrued but unpaid
salary due under the employment agreement and reimbursement for $38,047 of
expenses. During fiscal 2004 we continued to accrue Mr. Lueck's his base salary
under the terms of the employment agreement. At December 31, 2004 we owed Mr.
Lueck $204,159 in accrued but unpaid salary.

(2) In February 2003 Mr. Lueck was granted three year options to purchase
500,000 shares of common stock with an exercise price of $.15 per share as
additional compensation valued at $75,000.

(3) Mr. Pepe served as our President from 1998 until March 2004. Effective
January 1, 1999, we entered into five-year employment agreement with Mr. Pepe
which provided an annual base annual salary of $175,000; on October 1, 2000 our
Board of Directors increased Mr. Pepe's annual base salary to $250,000. On March
31, 2001, Mr. Pepe agreed to a reduction in his annual base salary to $175,000.
At December 31, 2003 we owed Mr. Pepe $454,920 in accrued but unpaid salary
under his employment agreement. In February 2004 we issued him 1,280,233 shares
of our common stock valued at $275,250 as payment for $224,302 of accrued but
unpaid salary due under the employment agreement and reimbursement for $50,948
of expenses. During fiscal 2004 we continued to accrue his base salary under the
terms of the employment agreement until his date of termination. At December 31,
2004, we owe Mr. Pepe $259,785 of accrued but unpaid salary.

(4) In February 2003 Mr. Pepe was granted three year options to purchase 500,000
shares of common stock with an exercise price of $.15 per share as additional
compensation valued at $75,000.


EMPLOYMENT AGREEMENTS

         Our previous employment agreement with our CEO, W. Richard Lueck,
expired on December 31, 2004. Effective April 1, 2005, we will enter into a
five-year employment agreement with Mr. Lueck to serve as our President and CEO.
As compensation, he shall be entitled to an annualized salary of $250,000 during
the term of the agreement; this salary shall automatically increase to
$1,000,000 annually at such time as we obtain monthly profits equal or greater
than $10,000,000 per year. Mr. Lueck shall be entitled to participate in medical
and other benefit plans we may offer. Under the terms of the agreement we are to

                                       20
<PAGE>

provide Mr. Lueck with an automobile and reimburse him for gas, maintenance and
insurance expenses, as well as reimbursing him for reasonable out-of-pocket
expenses incurred by him in the performance of his duties. The agreement may be
terminated in the event of Mr. Lueck's death or disability, or for "cause" as
defined in the agreement. The agreement contains customary non-disclosure and
non-compete provisions.

         Effective January 1, 2005, we entered into a five year employment
agreement with Mr. Justin W. Herman to serve as our Director, Financial
Services. As compensation he is paid an annual salary of $100,000 during the
term of the agreement; this salary shall automatically increase to $200,000
annually at such time as we obtain monthly profits equal or greater than
$10,000,000 per year. Mr. Herman is entitled to participate in medical and other
benefit plans we may offer and he is entitled to reimbursement for reasonable
out-of-pocket expenses incurred by him in the performance of his duties. The
agreement may be terminated in the event of Mr. Herman's death or disability, or
for "cause" as defined in the agreement. The agreement contains customary
non-disclosure and non-compete provisions.

         Effective March 1, 2005, we entered into a five-year employment
agreement with Bradley T. Ray to serve as our Executive Vice President,
Corporate Development. As compensation he shall be entitled to an annualized
salary of $250,000 during the term of the agreement; this salary shall
automatically increase to $1,000,000 annually at such time as we obtain monthly
profits equal or greater than $10,000,000 per year. Mr. Ray shall be entitled to
participate in medical and other benefit plans we may offer. Under the terms of
the agreement we are to provide Mr. Ray with an automobile and reimburse him for
gas, maintenance and insurance expenses, as well as reimbursing him for
reasonable out-of-pocket expenses incurred by him in the performance of his
duties. The agreement may be terminated in the event of Mr. Ray's death or
disability, or for "cause" as defined in the agreement. The agreement contains
customary non-disclosure and non-compete provisions.

         Effective April 1, 2005, we entered into a five year employment
agreement with Mr. Jim McConnell to serve as our Consultant, Corporate
Development. As compensation he is paid an annual salary of $250,000 during the
term of the agreement; this salary shall automatically increase to $1,000,000
annually at such time as we obtain monthly profits equal or greater than
$10,000,000 per year. Mr. McConnell is entitled to participate in medical and
other benefit plans we may offer and he is entitled to reimbursement for
reasonable out-of-pocket expenses incurred by him in the performance of his
duties. The agreement may be terminated in the event of Mr. McConnell's death or
disability, or for "cause" as defined in the agreement. The agreement contains
customary non-disclosure and non-compete provisions.

STOCK OPTION INFORMATION

         The following table sets forth certain information with respect to
stock options granted in fiscal 2004 to the Named Executive Officers.
<TABLE>
                         Option Grants in Year Ended December 31, 2004
                                    (individual grants)
<CAPTION>
                     NO. OF SECURITIES    % OF TOTAL OPTIONS/SARs
                   UNDERLYING OPTIONS      GRANTED TO EMPLOYEES      EXERCISE   EXPIRATION
     NAME             SARs GRANTED            IN FISCAL YEAR          PRICE        DATE
     ----         ---------------------   -----------------------    --------   ----------
<S>                     <C>                   <C>                    <C>         <C>
W. Richard Lueck        __________            ____________           ________    ________
</TABLE>

         The following table sets forth certain information regarding stock
options held as of December 31, 2004 by the Named Executive Officers.

                                       21
<PAGE>
<TABLE>
                    Aggregate Option Exercises in Year Ended December 31, 2004
                                  and Year-End Option Values
<CAPTION>
                                                 NO. OF SECURITIES
                                             UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                      SHARES                      OPTIONS AT               IN-THE-MONEY OPTIONS AT
                     ACQUIRED     VALUE       DECEMBER 31, 2004(5)          DECEMBER 31, 2004(1)
                        ON      REALIZED   --------------------------    --------------------------
NAME                 EXERCISE       $      EXERCISABLE  UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
----                 --------   --------   -----------  -------------    ----------- --------------
<S>                      <C>       <C>        <C>             <C>          <C>              <C>
W. Richard Lueck         0         n/a        500,000         0            $5,000           0
</TABLE>

(1)      The unexercised in-the-money options are exercisable at $0.15 per
         share. The dollar value of the unexercised in-the-money options is
         calculated based upon the difference between the option exercise price
         and $016 per share, being the last sale price of our common stock on
         January 3, 2005 as reported by the OTCBB.


2004 STOCK OPTION PLAN

         On July 22, 2004, our Board of Directors authorized and holders of a
majority of our outstanding common stock approved and adopted our 2004 Stock
Option Plan. The purpose of the plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give these persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. We have currently reserved
10,000,000 of our authorized but unissued shares of common stock for issuance
under the plan, and a maximum of 10,000,000 shares may be issued, unless the
plan is subsequently amended (subject to adjustment in the event of certain
changes in our capitalization), without further action by our Board of Directors
and shareholders, as required. Subject to the limitation on the aggregate number
of shares issuable under the plan, there is no maximum or minimum number of
shares as to which a stock grant or plan option may be granted to any person.
Shares used for stock grants and plan options may be authorized and unissued
shares or shares reacquired by us, including shares purchased in the open
market. Shares covered by plan options which terminate unexercised will again
become available for grant as additional options, without decreasing the maximum
number of shares issuable under the plan, although such shares may also be used
by us for other purposes.

         The plan is administered by our Board of Directors or an underlying
committee. The Board of Directors or the committee determines from time to time
those of our officers, directors, key employees and consultants to whom stock
grants or plan options are to be granted, the terms and provisions of the
respective option agreements, the time or times at which such options shall be
granted, the type of options to be granted, the dates such plan options become
exercisable, the number of shares subject to each option, the purchase price of
such shares and the form of payment of such purchase price. All other questions
relating to the administration of the plan, and the interpretation of the
provisions thereof and of the related option agreements, are resolved by the
Board or committee.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. Our officers, directors, key employees and consultants
are eligible to receive stock grants and non-qualified options under the plan;
only our employees are eligible to receive incentive options. In addition, the
plan allows for the inclusion of a reload option provision which permits an
eligible person to pay the exercise price of the option with shares of common
stock owned by the eligible person and receive a new option to purchase shares
of common stock equal in number to the tendered shares. Furthermore,
compensatory stock grants may also be issued.

         Any incentive option granted under the plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock

                                       22
<PAGE>

must not be less than 110% of fair market value on the date of the grant. The
term of each plan option and the manner in which it may be exercised is
determined by the Board of Directors or the committee, provided that no option
may be exercisable more than ten years after the date of its grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of the common stock, no more than five years after the date of the grant. The
exercise price of non-qualified options shall be determined by the Board of
Directors or the Committee, but shall not be less than the par value of our
common stock on the date the option is granted. The per share purchase price of
shares issuable upon exercise of a Plan option may be adjusted in the event of
certain changes in our capitalization, but no such adjustment shall change the
total purchase price payable upon the exercise in full of options granted under
the Plan.

         All incentive stock options expire on or before the 10th anniversary of
the date the option is granted; however, in the case of incentive stock options
granted to an eligible employee owning more than 10% of the common stock, these
options will expire no later than five years after the date of the grant.
Non-qualified options expire 10 years and one day from the date of grant unless
otherwise provided under the terms of the option grant.

         All plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee dies while our
employee or within three months after termination of employment by us because of
disability, or retirement or otherwise, such options may be exercised, to the
extent that the optionee shall have been entitled to do so on the date of death
or termination of employment, by the person or persons to whom the optionee's
right under the option pass by will or applicable law, or if no such person has
such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier. If an optionee's employment by us terminates because of
disability and such optionee has not died within the following three months, the
options may be exercised, to the extent that the optionee shall have been
entitled to do so at the date of the termination of employment, at any time, or
from time to time, but not later than the expiration date specified in the
option or one year after termination of employment, whichever date is earlier.
If an optionee's employment terminates for any reason other than death or
disability, the optionee may exercise the options to the same extent that the
options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate. If an optionee's employment shall terminate
for any reason other than death, disability or retirement, all right to exercise
the option shall terminate not later than 90 days following the date of such
termination of employment.

         The plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

                                       23
<PAGE>

         The Board of Directors or committee may amend, suspend or terminate the
plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the plan. Further, no amendment to the plan which has the effect of increasing
the aggregate number of shares subject to the plan (except for adjustments due
to changes in our capitalization), or changing the definition of "eligible
person" under the plan, may be effective unless and until approved by our
shareholder in the same manner as approval of the plan was required. Any such
termination of the plan shall not affect the validity of any stock grants or
options previously granted thereunder. Unless the plan shall previously have
been suspended or terminated by the Board of Directors, the plan terminates on
June 22, 2014.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         At March 31, 2005, there were 210,956,723 shares of our common stock
issued and outstanding. The following table sets forth, as of March 31, 2005,
information known to us relating to the beneficial ownership of these shares by:

                  -        each person who is the beneficial owner of more than
                           5% of the outstanding shares of the class of stock;
                  -        each director;
                  -        each executive officer; and
                  -        all executive officers and directors as a group.

         The shares of our common stock issued and outstanding at March 31, 2005
excludes shares of our common stock we agreed to issue prior to that date or
have issued or agreed to issue after that date as described elsewhere herein.
Unless otherwise indicated, the business address of each person listed is in
care of 110 East Atlantic Avenue, Suite 200, Delray Beach, Florida 33444. We
believe that all persons named in the table have sole voting and investment
power with respect to all shares beneficially owned by them. Under securities
laws, a person is considered to be the beneficial owner of securities he owns
and that can be acquired by him within 60 days from March 31, 2005 upon the
exercise of options, warrants, convertible securities or other understandings.
We determine a beneficial owner's percentage ownership by assuming that options,
warrants or convertible securities that are held by him, but not those held by
any other person and which are exercisable within 60 days of March 31, 2005 have
been exercised or converted.


Name of                             Amount and Nature of       Percentage
Beneficial Owner                    Beneficial Ownership        of Class
----------------                    --------------------       ----------

W. Richard Lueck 1                       55,991,992              26.4%
Bradley T. Ray 2                         33,000,000              15.6%
All officers and directors
as a group (two persons) 1,2,3,4         88,991,992              42.1%
                                         ----------              -----

Justin W. Herman 3                       21,700,000              10.3%

Deerfield Enterprises, Inc. 4            24,200,000              11.5%

Dr. Art Gottmann 5                       17,249,351               8.2%
O'Brian Norris 6                         33,000,000              15.6%


1        Includes 7,350,000 shares of common stock owned by Honest Tee Control
Trust of which Mr. Lueck is the trustee, 140,000 shares of common stock owned by
Lucrative Company Trust for which he is the trustee and options to purchase
500,000 shares of our common stock at an exercise price of $0.15 per share.
Excludes shares of our common stock owned by Deerfield Enterprises, Inc. of
which Mr. Lueck is a 25% shareholder.

                                       24
<PAGE>

2        Excludes 8,000,000 shares of our common stock we have agreed to issue
to Mr. Ray upon the exercise of a warrant granted in connection with a
consulting agreement described later under Item 12. Certain Relationships and
Related Parties, and 24,200,000 shares of our common stock owned by Deerfield
Enterprises, Inc. of which Mr. Ray is an executive office and 25% shareholder.

3        Excludes shares of our common stock owned by Deerfield Enterprises,
Inc. of which Mr. Herman is a 25% shareholder.

4        Deerfield Enterprises, Inc. is an affiliate of Geotec and is controlled
by Messrs. Lueck, Ray and Herman.

5        Includes 114,000 shares of common stock owned by IRO Management Trust
of which Dr. Gottmann is the trustee.

6        Mr. Norris is President of Deerfield Capital Consultants, Inc.
Excludes any of our securities owned by Deerfield Enterprises, Inc. of which he
is a 25% shareholder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In December 2004, we acquired a 25% membership interest in Kodiak
Productions LLC, a newly formed entity, under an oral agreement in exchange for
our agreement to utilize our technology for oil and gas wells, as well as coal
bed methane wells, in Wyoming. In January 2005 we entered into an agreement in
principle acquiring the remaining 75% of Kodiak not already owned by us from its
members. As consideration for these membership interest, each exchanging member
will be entitled to receive a percentage of Kodiak's profits based upon his
membership interests at the time of the exchange. Mr. Rick Lueck, our CEO, owned
7.5% of Kodiak's membership interests prior to the transaction and Mr. Justin
Herman, who was named our Director, Financial Services after this transaction,
owned 7.5% of Kodiak's members interests prior to the transaction. As a result,
Messrs. Lueck and Herman will each be entitled to receive 7.5% of Kodiak's
profits. Dr. Arthur Gottmann subsequently acquired 7% net royalty interest in
Kodiak, due to his investment in the Company, and the balance of the net royalty
interest in Kodiak was transferred to the Company.

         In January 2005, we entered into a two month consulting agreement with
Bradley T. Ray under which he was engaged to provide us with introductions to
business contacts and advice regarding asset utilization, asset acquisition, and
merger or acquisition targets. We paid Mr. Ray $20,000 for his services and
issued him a warrant under our 2004 Stock Option Plan to purchase 8,000,000
shares of our common stock which is exercisable at such time as he agreed to
join our company on a full time basis, and execute an employment contract which
occurred on April 1, 2005. Mr. Ray is not required to tender any other
consideration for the exercise of this warrant. As a result of the transactions
described below Mr. Ray is now an executive officer and principal shareholder of
Geotec, however, at the time we entered into this consulting agreement he was an
unaffiliated third party. The consulting agreement has now terminated and as
describe elsewhere in this annual report in March 2005 we entered into a
five-year employment agreement with Mr. Ray.

         In February 2005, we entered into an agreement with an existing
shareholder, Dr. Art Gottmann, to purchase 16,500,000 shares of our common stock
for $2,200,000 in a private transaction exempt from registration under the
Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of
that act. As additional consideration, Dr. Gottmann will receive a 7% net
royalty interest in certain economic rights that our wholly-owned subsidiary,
Kodiak Productions, LLC, receives from mineral properties in Wyoming and
Montana. We received from Dr. Gottmann $1,000,000 and have received a note for
$1,000,000 and a promised to pay the $205,000 due within sixty days from March
31, 2005.

         As described elsewhere in this annual report, in February 2005 we
entered into a series of transactions with two companies, Deerfield Enterprises,
Inc. and Deerfield Capital Consultants, Inc. Deerfield Enterprises, Inc. is a
newly formed Florida corporation which is owned equally by Messrs. W. Richard
Lueck, Bradley T. Ray, Justin W. Herman and O'Brian Norris. Messrs. Lueck and
Herman were affiliates of Geotec prior to these series of transactions
and, as a result of the transactions, Messrs. Ray and Norris became employees,

                                       25
<PAGE>

executive officers and affiliates of Geotec. Deerfield Capital Consultants,
Inc., a Florida corporation formed in 2004, is controlled by Mr. Norris. As a
result of these transactions,

         *        We loaned Deerfield Capital Consultants, Inc. $400,000 under a
note bearing interest at 12% per annum and which matures on February 10, 2006.
The loan is secured by 1,000,000 tons of coal located at the Arrow Road Facility
in Cuba, Illinois. As additional consideration for this loan to Deerfield
Capital Consultants, Inc., we acquired a working capital loan made by Deerfield
Capital Consultants in February 2005 to Consolidated Resources Group, Inc. which
had enabled Consolidated Capital Resources Group, Inc. to secure a reclamation
permit for the coal storage site located at the Arrow Road Facility in Cuba,
Illinois.

         Consolidated Resource Group, Inc. is a publicly-held company whose
shares are quoted on the Pink Sheets under the symbol CSRZ but which is not
current in its filing obligations under the Securities Exchange Act of 1934. The
terms of this working capital loan are covered by a Loan Agreement between
Deerfield Capital Consultants and Consolidated Resource Group (the "Loan
Agreement") and is evidenced by a promissory note in the principal amount of
$400,000 (the "Consolidated Note") and a security agreement (the "Consolidated
Security Agreement"). Upon closing of the Loan Agreement Consolidated Resources
Group was to assign the rights to 1,000,000 tons of coal to Deerfield Capital
Consultants under the terms of the Financial Services Consulting Agreement
between the parties which is described below.

         Under the terms of the Loan Agreement and the Note, Deerfield Capital
lent Consolidated Resource Group $400,000 which was to be used solely for the
purpose of paying expenses associated with the acquisition by Consolidated
Resource Group of a land reclamation permit from the State of Illinois for coal
located on the land at 14221 East Arrow Road, Cuba, Illinois. Consolidated
Resource Group paid Deerfield Capital $80,000 in lender fees upon the closing of
the transaction. The Loan Agreement provided that Lancaster International
Corporation, the 51% shareholder of Consolidated Resource Group, was to
designate two members to Consolidated Resource Group's Board of Directors and
that $270,000 of the proceeds of the loan were to be transferred to Lancaster
International upon the closing of the transaction.

         The Loan Agreement contains certain restrictive covenants prohibiting
Consolidated Resource Group from taking certain actions as long as the Note is
outstanding, such as entering into any financial commitment which would affect
the ability of Consolidated Resources to repay the Note, or merging or otherwise
liquidating the company, as well as limiting all compensation payable to
officers, directors and certain employees to $2,000,000 in the aggregate in any
one fiscal year, and requires it to maintain net working capital of at least
$50,000, as well a providing certain ongoing information. The Note bears
interest at 12% per annum, payable monthly in advance, and the principal and
interest is due at maturity which February 10, 2006, unless extended at the
option of the borrower to February 10, 2007. As collateral for the Note,
Consolidated Resources has granted Deerfield Capital a security interest in
1,000,000 tons of coal located at 14221 East Arrow Road, Cuba, Illinois,
including any proceeds from the sale of the coal.

         *        In February 2005, Deerfield Capital Consultants entered into a
                  Financial Services Consulting Agreement with Consolidated
                  Resources Group under which Deerfield Capital Consulting was
                  engaged to obtain a commitment for fundings for Consolidated
                  Resources Group. Under the terms of the agreement upon the
                  closing of a loan of at least $300,000 to Consolidated
                  Resources Group from Deerfield Capital Consultant's funding
                  sources, Consolidated Resources Group was to transfer
                  ownership of 1,000,000 tons of coal to Deerfield Capital
                  Consultants. For the first four tons of coal processed and
                  sold by Consolidated Resources Group, one ton of the coal
                  transferred to Deerfield Capital Consultants was to be
                  processed and sold and proceeds transferred to Deerfield
                  Capital Consultants. At such time as Deerfield Capital
                  Consultants arranges a $12,000,000 asset based working capital
                  loan for Consolidated Resources Group,

                                       26
<PAGE>

                  Deerfield Capital Consultants is to receive 5% of all net
                  income before taxes, interest and depreciation from the sale
                  of the remaining 22 million tons of coal that has been, or
                  will be, purchased from Lancaster International Corporation,
                  the majority stockholder of Consolidated Resources Group,
                  assuming that Consolidated Resource Group exercises its option
                  to purchase an additional 18 million tons of coal.

         *        We then acquired 700,000 tons of coal from Deerfield
                  Enterprises in exchange for 172 million shares of our common
                  stock. This amount includes 90,000,000 shares of our common
                  stock which has been issued as a direct issuance of common
                  stock in lieu of the contractual right to receive the
                  preferred stock which was convertible into common stock.

         *        Deerfield Enterprises acquired 2% of the 5% royalty interest
                  received from Deerfield Capital Consultants on 21,000,000 tons
                  of coal located at the Cuba, Illinois site in exchange for
                  35,000,000 shares of our common stock. These shares have not
                  been issued as of the date hereof as Deerfield Capital has yet
                  to conclude the transactions necessary to earn the royalty
                  interest it is to received as described elsewhere herein.

         *        Deerfield Enterprises then distributed 132,700,000] of the
                  156,900,000 shares of our common stock it acquired in
                  connection with the purchase of 700,000 tons of coal described
                  above as follows:

                  W. Richard Lueck           45,000,000 shares
                  Bradley T. Ray             33,000,000 shares
                  Justin W. Herman           21,700,000 shares
                  O'Brian Norris             33,000,000 shares

                           Deerfield Enterprises retained the remaining
                  24,200,000 shares of our common stock it received.

         *        In connection with these transactions, we have entered into a
                  Custodial and Shareholders' Agreement with Messrs. Lueck,
                  Herman, Ray and Norris and our subsidiary, Kodiak Productions,
                  LLC. The agreement was enter into to provide a means for our
                  company to acquire income producing assets from Deerfield
                  Enterprises and for Deerfield Enterprises to acquire equity in
                  both Geotec and Kodiak. The agreement provides:

         *        that it is a temporary agreement and is subject to revision or
                  modification with the consent of all parties,

         *        that there are two classes of individual shareholders who are
                  parties to the agreement. The "Specific Shareholders" include
                  Messrs. Lueck, Herman, Ray and Norris, and the "Shareholders"
                  are Dr. Gottmann, Messrs. Oscar Sanchez, Michael Parkoff and
                  Cesar Nunnis and ENG Investment Trust. Dr. Gottmann is a
                  shareholder of our company and, as described above, recently
                  purchased an additional 16,500,000 shares of our common stock
                  for $2,200,000 in a private transaction and, as additional
                  consideration, Dr. Gottmann will receive a 7% net royalty
                  interest in certain economic rights that Kodiak receives from
                  mineral properties in Wyoming and Montana. Only the Specific
                  Shareholders, however, are signatories to the agreement,

         *        Deerfield Enterprises agreed to invest 100,000 tons of coal
                  into Geotec and 100,000 tons of coal into Kodiak as income
                  producing assets in exchange for 47,000,000 shares of our
                  common stock and 20% ownership of Kodiak. As a result of this
                  transaction, Mr. Lueck shall be entitled to purchase
                  13,700,000 shares of our common stock and Mr. Herman shall be
                  entitled to purchase 9,400,000 shares of our common stock. The
                  remaining 23,900,000 shares of our common stock to be issued
                  in this transaction will be issued to the Shareholders as
                  determined jointly by Messrs. Ray and Norris.

                                       27
<PAGE>

         *        Deerfield Enterprises also agreed to invest 600,000 tons of
                  coal into our company in exchange for the series of preferred
                  stock to be created which will convert into 90,000,000 shares
                  of our common stock. The 90,000,000 shares of common stock has
                  been issued as a direct issuance of common stock in lieu of
                  the contractual right to receive the preferred stock which was
                  convertible into common stock. In connection with this
                  transaction, Mr. Lueck is entitled to purchase 22,500,000
                  shares of our common stock and Mr. Herman is entitled to
                  purchase 6,900,000 shares of our common stock, with the
                  remaining 60,600,000 shares of our common stock to the
                  Shareholders as determined jointly by Messrs. Ray and Norris,

         *        Finally, Deerfield Enterprises agreed to invest 2% of the 5%
                  royalty that Deerfield Capital Consultants is to receive from
                  22,000,000 tons of coal sale by Consolidated Capital Resources
                  Group in exchange for 35,000,000 shares of our common stock.
                  These shares are to be issued quarterly as sales are completed
                  and funds are received. In connection with this transaction,
                  Mr. Lueck will be entitled to purchase 8,800,000 shares of our
                  common stock and Mr. Herman will be entitled to purchase
                  3,500,000 shares of our common stock, with the remaining
                  22,700,000 shares to be issued in this transaction will be
                  issued to the Shareholders as determined jointly by Messrs.
                  Ray and Norris. We have not issued any of these shares of
                  common stock as of the date of this annual report as the
                  royalty has yet to be earned by Deerfield Capital Consultants.

         *        All of the Shareholders were given an irrevocable right to
                  purchase our securities for the sum as nominal consideration
                  for each transaction by each individual shareholder,

         *        The 20% equity ownership in Kodiak is to be determined by
                  Messrs. Ray and Norris, with Messrs. Lueck and Herman waiving
                  any rights to receive any of the Kodiak equity, and

         *        the agreement further provides that all parties to the
                  agreement, including those who are not signatories, have
                  agreed to lock-up their shares for a period of five years,
                  with the provision that all parties are to benefit based upon
                  their share ownership in any future transaction which may
                  occur for or on behalf of either Geotec or Kodiak such that
                  shareholders could benefit, as agreed by each and all the
                  Specific Shareholders. Mr. Lueck has also agreed to deposit
                  securities held in his name or that of Honest Tee Control
                  Trust and Lucrative Trust for which is he trustee into the
                  same escrow account. In lieu of an escrow account, the stock
                  certificates are presently being stored in Mr. Lueck's
                  personal safety deposit box.

         On March 14, 2005 we executed a Stock/Commodity Exchange Agreement with
Consolidated Resources Group, Inc. Pursuant to the agreement, we acquired
3,000,000 tons of mined coal from Consolidated in exchange for 21,000,000 shares
of our common stock. The coal is located on land described as 14221 East Arrow
Road, Cuba, Illinois 61427. We have not yet issued these shares of common stock.

                                     PART IV
ITEM 13. EXHIBITS

         The following documents are filed as a part of this report or are
incorporated by reference to previous filings, if so indicated:

EXHIBIT NO                 DESCRIPTION

3.1      Articles of Incorporation (1)
3.2      Articles of Amendment to the Articles of Incorporation (4)

                                       28
<PAGE>


3.3      Bylaws (1)
3.4      Articles of Amendment to the Articles of Incorporation re: Series B
         Convertible Preferred Stock (7)
10.1     Agreement for Exchange of Common Stock with Geotec Thermal Generators,
         Inc. (2)
10.2     2004 Stock Option Plan (3)
10.4     Custodian and Shareholder's Agreement (5)
10.5     Financial Services Consulting Agreement (5)
10.7     Loan Agreement, Promissory Note and Security Agreement between
         Deerfield Capital Consultants, Inc. and Consolidated Resources Group,
         Inc. (5)
10.8     Consulting Agreement with Bradley T. Ray (5)
10.13    Stock/Commodity Exchange Agreement (6)
23.1     Consent of Independent Certified Public Accountants *
31.1     Section 302 Certificate of Chief Executive Officer *
31.2     Section 302 Certificate of Chief Financial Officer *
32.1     Section 906 Certificate of Chief Executive Officer *
32.2     Section 906 Certificate of Chief Financial Officer *

(1)      Incorporated by reference to the Form 10-SB as filed on June 6, 1999,
         as amended.
(2)      Incorporated by reference to the Report on Form 8-K as filed on
         November 30, 1999.
(3)      Incorporated by reference to the registration statement on Form S-8,
         file number 333-117119, as filed on July 2, 2004.
(4)      Incorporated by reference to the Schedule 14C Information Statement
         filed on September 28, 2004.
(5)      Incorporated by reference to the Report on Form 8-K as filed on
         February 28, 2005.
(6)      Incorporated by reference to the Report on Form 8-K as filed on March
         18, 2005.
(7)      Incorporated by reference to the Report on Form 8-K as filed on April
         _____, 2005.

*        filed herewith

                                       29
<PAGE>

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table shows the fees that we paid or accrued for the audit and
other services provided by Sherb & Co., LLP for the 2004 and 2003 fiscal years.

                           Fiscal 2004      Fiscal 2003
                           -----------      -----------

Audit Fees                  $ 19,500           $14,000
Audit-Related Fees                 0                 0
Tax Fees                           0                 0
All Other Fees                     0                 0
                            --------           -------
         Total              $ 19,500           $14,000
                            ========           =======

         Audit Fees -- This category includes the audit of our annual financial
statements, review of financial statements included in our Form 10-QSB Quarterly
Reports and services that are normally provided by the independent auditors in
connection with engagements for those fiscal years. This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.

         Audit-Related Fees -- This category consists of assurance and related
services by the independent auditors that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported above under "Audit Fees." The services for the fees disclosed under
this category include consultation regarding our correspondence with the SEC and
other accounting consulting.

         Tax Fees -- This category consists of professional services rendered by
our independent auditors for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical
tax advice.

         All Other Fees -- This category consists of fees for other
miscellaneous items.

         Our Board of Directors has adopted a procedure for pre-approval of all
fees charged by our independent auditors. Under the procedure, the Board
approves the engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Board, or, in the period between
meetings, by a designated member of Board. Any such approval by the designated
member is disclosed to the entire Board at the next meeting. The audit and tax
fees paid to the auditors with respect to fiscal year 2004 were pre-approved by
the entire Board of Directors.

                                       30
<PAGE>

                                   SIGNATURES

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

                                             Geotec Thermal Generators, Inc.

                                             By: /s/ W. Richard Lueck
                                             ----------------------------
                                             W. Richard Lueck,
                                             President, Chief Executive
                                             Officer, Chief Financial
                                             Officer, Secretary,
                                             Treasurer, principal
                                             executive officer and
                                             financial accounting

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

         Signature                 Title                              Date
         ---------                 -----                              ----

/s/ W. Richard Lueck     Director, President, Chief Executive     April 15, 2005
--------------------     Officer, Chief Financial Officer,
W. Richard Lueck         Secretary, Treasurer, principal executive
                         officer and principal financial officer


/s/ Bradley T. Ray       Chairman of the Board, Executive Vice    April 15, 2005
------------------       President, Corporate Development
Bradley T. Ray

                                       31
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm                     F-1

Consolidated Balance Sheet                                                  F-2

Consolidated Statements of Operations                                       F-3

Consolidated Statement of Stockholders' Deficit                             F-4

Consolidated Statements of Cash Flows                                       F-5

Notes to Financial Statements                                        F-6 - F-13


<PAGE>

            REPORT OF INDEPENDEDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004, and the related statements of operations, changes
in stockholders' deficit, and cash flows for the years ended December 31, 2004
and 2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). 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, 2004, and the results of its operations and its cash flows
for the years ended December 31, 2004 and 2003 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has a stockholders' deficit of $8,124,322 and
a working capital deficiency of $865,455 at December 31, 2004, has net losses
and cash used in operations of $532,625 and $346,550 respectively, for the year
ended December 31, 2004. 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
                                                Certified Public Accountant

Boca Raton, Florida
April 5, 2005

                                       F-1
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS:
     Cash ......................................................    $   131,409
     Due from related party ....................................         23,530
                                                                    -----------
        TOTAL CURRENT ASSETS ...................................        154,939
                                                                    -----------

DEPOSIT ........................................................         16,879
                                                                    -----------
                                                                    $   171,818
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable ..........................................    $    72,027
     Due to officer ............................................        204,159
     Accrued expenses ..........................................        422,237
     Notes payable .............................................        121,971
     Shareholder advances ......................................        200,000
                                                                    -----------
        TOTAL CURRENT LIABILITES ...............................      1,020,394
                                                                    -----------


STOCKHOLDERS' DEFICIT:

    Preferred Stock no par value, 10,000,000 authorized
        no shares issued and outstanding .......................           --
     Common stock, $.001 par value, 250,000,000
        shares authorized; 37,556,723 shares
        issued and outstanding .................................         37,557
     Additional paid-in capital ................................      7,238,189
     Accumulated deficit .......................................     (8,124,322)
                                                                    -----------
        TOTAL STOCKHOLDERS' DEFICIT ............................       (848,576)
                                                                    -----------
                                                                    $   171,818
                                                                    ===========

                 See notes to consolidated financial statements

                                       F-2
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                              Years
                                                       Ended December 31,
                                                       2004            2003
                                                   ------------    ------------
COSTS AND EXPENSES:
    General and administrative .................   $    440,711    $    672,922
    Stock compensation expense .................         46,500          13,750
                                                   ------------    ------------

OPERATING LOSS .................................        487,211         686,672

    Gain on retirement of accounts payable .....         25,000          48,081
    Loss on disposal of assets .................        (15,993)           --
    Loss on receivable .........................        (14,000)           --
    Loss on retirement of debt .................        (21,727)           --
    Interest expense, net ......................        (18,694)        (69,366)
                                                   ------------    ------------

NET LOSS .......................................   $   (532,625)   $   (707,957)
                                                   ------------    ------------

NET LOSS PER SHARE BASIC AND DILUTED ...........   $      (0.02)   $      (0.02)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING .........................     36,469,312      29,023,463
                                                   ============    ============

                 See notes to consolidated financial statements

                                       F-3
<PAGE>
<TABLE>
                                           GEOTEC THERMAL GENERATORS, INC.
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

<CAPTION>
                                   Preferred Stock       Common Stock     Additional
                                   ---------------- --------------------   Paid-in    Accumulated
                                   Shares   Amount    Shares     Amount    Capital      Deficit       Total
                                   ------   ------  ----------   -------  ----------  -----------  -----------
<S>                                <C>      <C>     <C>          <C>      <C>         <C>          <C>
Balance at December 31, 2002 ......     -   $    -  25,654,652   $25,655  $5,185,290  $(6,883,740) $(1,672,795)

 Sale of common stock .............     -        -   1,050,000     1,050      14,950            -       16,000
 Options issued for services ......                          -         -      13,750            -       13,750
 Conversion of debt ...............     -        -   3,303,213     3,303     491,929            -      495,232
 Net loss .........................     -        -           -         -           -     (707,957)    (707,957)

                                   ------   ------  ----------   -------  ----------  -----------  -----------
Balance at December 31, 2003 ......     -        -  30,007,865    30,008   5,705,919   (7,591,697)  (1,855,770)

 Stock issued for services ........     -        -     350,000       350      46,150            -       46,500
 Contributed capital ..............     -        -           -         -      30,000            -       30,000
 Exercise of stock options ........     -        -     405,867       406      46,394            -       46,800
 Conversion of debt to equity .....     -        -   2,565,000     2,565     504,935            -      507,500
 Conversion of accrued salary and
  accounts payable to common stock      -        -   4,227,991     4,228     904,791            -      909,019
 Net loss ........................      -        -           -         -           -     (532,625)    (532,625)
                                   ------   ------  ----------   -------  ----------  -----------  -----------
Balance at December 31, 2004 ......     -   $    -  37,556,723   $37,557  $7,238,189  $(8,124,322) $  (848,576)
                                   ======   ======  ==========   =======  ==========  ===========  ===========

                                    See notes to consolidated financial statements

                                                         F-4
</TABLE>
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Years ended December 31,
                                                          2004           2003
                                                        ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss ......................................    $(532,625)    $(707,957)

     Adjustments to reconcile net loss to net
      cash used in operating activities:
       Depreciation and amortization ...............        2,960         4,613
       Write-off of inventories ....................            -        12,636
       Gain on retirement of accounts payable ......      (25,000)      (48,081)
       Loss on retirement of debt ..................       21,727             -
       Loss on sale of fixed assets ................        8,253             -
       Common stock issued for services ............       46,500        13,750
       Contributed capital .........................       30,000             -

     Changes in assets and liabilities:
         Due from related party ....................      (23,530)            -
         Accounts  payable related party ...........            -        35,735
         Accrued expense ...........................       91,026       195,984
         Accounts  payable .........................       34,139         2,555
                                                        ---------     ---------
NET CASH USED IN OPERATING ACTIVITIES ..............     (346,550)     (490,765)
                                                        ---------     ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Due to officers ...............................      204,167       374,309
     Proceeds from issuance of debt ................       26,721       100,577
     Advances from shareholders ....................      200,000             -
     Proceeds for excercise of stock options .......       46,800             -
     Proceeds from issuance of common stock ........            -        16,000
                                                        ---------     ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ..........      477,688       490,886
                                                        ---------     ---------


NET INCREASE IN CASH ...............................      131,138           121

CASH, beginning of year ............................          271           150
                                                        ---------     ---------
CASH, end of year ..................................    $ 131,409     $     271
                                                        =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:

Non cash transactions
Cash paid for:

Interest ...........................................    $       -     $       -
                                                        =========     =========

Taxes ..............................................    $       -     $       -
                                                        =========     =========


         Conversion of debt to common stock ........    $ 507,500     $ 495,232
                                                        =========     =========

         Conversion of accrued salary and accounts
           payable to common stock .................    $ 909,019     $       -
                                                        =========     =========

                 See notes to consolidated financial statements

                                       F-5
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

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

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

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

In December 2004, the Company founded Kodiak Production, LLC. Kodiak Production,
LLC. is a limited liability Wyoming corporation and had no significant activity,
other than formation, and organization. The Company acquired a 25% working
interest in Kodiak. Kodiak was created to develop, produce and drill oil and gas
properties in Wyoming and Montana.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation - The Company has incurred operating losses of $532,625
and $707,957 for the years ended December 31, 2004 and 2003. There is also a
working capital deficiency of $865,455 at December 31, 2004. 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. The Company considers all highly liquid temporary cash investments with an
original maturity of three months or less when purchased, to be cash
equivalents. The Company maintains its cash and cash equivalent accounts in
financial institutions. Accounts at these institutions are insured by the
Federal Deposit Insurance Corporation ("FDIC") up to $100,000. During 2004, the
Company had deposits in excess of federally insured amounts of approximately
$30,600 at a financial institution. To reduce its risk associated with the
failure of such financial institution, the Company evaluates at least annually
the rating of the financial institution in which it holds deposits.

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

E. Stock based compensation - Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), encourages, but

                                       F-6
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

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

G. Net loss per share - The Company has adopted SFAS, No. 128, Earnings per
Share. Basic earnings (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the per share
amount that would have resulted if dilutive common stock had been converted to
common stock, as prescribed by SFAS No. 128. The Company had 1,825,000 and
2,125,000 stock options at December 31, 2004 and 2003, respectively not included
in diluted earnings per share because the options would be anti-dilutive because
the Company had a net loss.

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

I. Recent accounting pronouncements - In December 2004, the FASB issued SFAS 123
(revised 2004) "Share-Based Payment". This Statement requires that the cost
resulting from all share-based transactions be recorded in the financial
statements. The Statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all entities to
apply a fair-value-based measurement in accounting for share-based payment
transactions with employees. The Statement also establishes fair value as the
measurement objective for transactions in which an entity acquires goods or
services from non-employees in share-based payment transactions. The Statement
replaces SFAS 123 "Accounting for Stock-Based Compensation" and supersedes APB
Opinion No. 25 "Accounting for Stock Issued to Employees". The provisions of
this Statement will be effective for the Company beginning with its fiscal year
ending 2005. The Company is currently evaluating the impact this new Standard
will have on its financial position, results of operations or cash flows.

J. Principles of Consolidation - The accompanying consolidated financial
statement include the accounts of Geotec and its subsidiary. All material
intercompany balances and transactions have been eliminated in consolidation.

3. Due From Related party

The Company advanced $23,530 to an employee of Kodiak Production, LLC. The
amounts are to be repaid no later than December 2005.

4. DUE TO OFFICERS

The Company has accrued unpaid wages to its officers. As of December 31, 2004,
the amount of these accruals was $204,159.

5. Shareholder Advances

A shareholder of the Company advanced $200,000 to the Company in December 2004.
This amount was subsequently converted into common stock.

                                       F-7
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS

6. NOTES PAYABLE

The Company owes a total of $121,971 from an Investment Trust based in Bermuda.
The notes bear interest at 12.5% per annum and are payable upon demand. During
the year ended 2004 the Company converted $463,500 of debt due to the Investment
trust into 2,400,000 shares of common stock valued at $.18 per share and 125,000
shares of common stock valued at $.30 per share, the fair market value at the
date of issuance. In February 2004, the Company converted a $10,000 note payable
and $12,274 of accrued interest into 40,000 shares of common stock. The value of
those shares on the date of issuance was $44,000. The Company recorded a loss on
settlement of $21,727.

6. ACCRUED EXPENSES

Accrued expenses consist of accrued salary to two former employees and a former
officer of the Company.

7. COMMON STOCK

In September 2004, the Company amended its Articles of Incorporation to increase
the number of authorized shares of common stock from 50,000,000 shares to
250,000,000 shares and to create a class of "blank check" preferred stock
consisting of 10,000,000 shares.

In January 2004, the Company issued 200,000 shares of common stock valued at
$24,000 based on the fair market value on the date of issuance, for investor
relation services.

In February 2004, the Company issued a total of 700,000 shares of common stock
to two employees in lieu of accrued salaries of $150,500 based on the fair
market value on the date of issuance.

In February 2004, the Company issued a total of 33,266 shares of common stock to
an employee in lieu of $7,152 based on the fair market value on the date of
issuance, owed for expenses.

In February 2004, the Company issued a total of 1,280,233 shares of common stock
to its former president in lieu of $50,948 owed for expenses and $224,302 of
accrued salary based on the fair market value on the date of issuance.

In February 2004, the Company issued a total of 2,214,492 shares of common stock
to its Chief Executive Officer in lieu of $38,047 owed for expenses and $438,069
of accrued salary based on the fair market value on the date of issuance.

In February 2004, the Company issued 40,000 shares of common stock valued at
$15,000 to retire $10,000 of short-term debt and accrued interest of $12,274.
The fair market value of those shares on the date of issuance was $44,000. The
Company recorded a loss on settlement of $21,727.

In February 2004, the Company issued 2,400,000 shares of common stock valued at
$426,000, the fair market value on the date of issuance, to retire $426,000 of
short-term debt due to an investment fund.

In February 2004, a consultant exercised 125,500 stock options with an exercise
price of $0.15 pursuant to a cash less exercise provision. This resulted in the
issuance of 105,867 shares being issued to the consultant.

In May 2004, the Company converted $37,500 of notes and accrued interest into
125,000 shares of common stock, the shares were valued at fair market value on
the date of issuance.

In July 2004, a consultant exercised 300,000 common stock options resulting in
gross proceeds to the Company of $46,500 based on the fair market value on the
date of issuance.

                                       F-8
<PAGE>

In July 2004, the Company issued 50,000 shares of common stock valued at $7,500
based on the fair market value on the date of issuance,in exchange for legal
services rendered.

In December 2004, the Company issued 100,000 shares of common stock to an
employee valued at $15,000, the fair market value on the date of issuance.

In December 2004, an unrelated third party paid $30,000 of consulting expenses
on behalf of the Company. These amounts have been recorded as a contributed
capital.

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 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,
                                 ------------------------------------
                                        2004               2003
                                 -----------------  -----------------

Tax benefit computed
  at statutory rate               $       (168,000) $     (241,000)


State income taxes                         (16,000)        (25,000)

Change in valuation                        184,000         266,000
      Allowance                   ----------------- -----------------

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

The Company has a net operating loss carry forward for tax purposes totaling
approximately $4.5 million at December 31, 2004 expiring between the years 2015
and 2025. Annual utilization of the net operating loss carryforwards may be
limited due to ownership changes as defined under section 382 of the Internal
Revenue Code.

                                       F-9
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

                                 December 31, 2004
                                ------------------
Tax benefit of net
operating loss carry forward       $  1,800,000

 Valuation Allowance                 (1,800,000)
                                   ------------

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

10. COMMITMENTS

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

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

                                         Year ended December 31,

                2005                             5,974
                                           -----------------

                                                $ 5,974
                                           =================

In June 2004, the company subleased its office space to another company.

Rent expense for the years ended December 31, 2004 and 2003 was approximately
$30,833 and $73,000 respectively.

The Company entered into an agreement in December 1998 with the Russian
Federation whereby upon successful testing of 60 gas generators, the Company is
required to order a minimum of 5,000 gas generators over a ten year period,
beginning with the acceptance of the technology and the receipt of the Russian
export license, which was received in November, 2001. A total of 1,000
generators are required to be ordered in the first two years from receipt of the
export license, with a minimum of 500 units per year in the subsequent eight
years for the Company to retain its exclusivity. The Company is obligated to
purchase approximately $4,500,000 of generators over the next three years
subsequent to the initial 2-year period. As of December 31, 2004, the Company
has not received any notice of default on the license of its technology.

                                      F-10
<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS

11. STOCK OPTIONS

Stock option transactions were as follows:

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

Balance December 31, 2002                625,000      $          3.64

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


Granted                                  400,000                  .16
Exercised                               (700,000)                 .15
Forfeited                                   -
                                    ------------      ---------------
Balance December 31, 2004              1,825,000      $          1.06
                                    ============      ================

The following options were outstanding at December 31, 2004:
<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>
  $1.50-$4.00         350,000             $3.07            350,000           $3.07               1
  $0.15             1,375,000             $0.15          1,375,000           $0.15               2
  $0.16               100,000             $0.10            100,000           $0.15               1
                    ---------                            ---------
                    1,825,000                            1,825,000
                    =========                            =========
</TABLE>

The following disclosure is for awards of stock based compensation for the year
ended December 31, 2004:


Net loss, as reported                                         $  (532,625)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards                (-)
                                                              -----------

Pro forma net loss                                            $  (532,625)
                                                              ===========

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

12. SUBSEQUENT EVENTS (Unaudited)

In December 2004, the Company acquired a 25% membership interest in Kodiak
Productions LLC, a newly formed entity, under an oral agreement in exchange for
our agreement to utilize our technology for oil and gas wells, as well as coal
bed methane wells, in Wyoming. In January 2005, the Company entered into an
agreement in principle acquiring the remaining 75% of Kodiak not already owned
by us from its members.

                                      F-11
<PAGE>

In January 2005, Kodiak completed the acquisition of certain federal and fee oil
and gas leases in Wyoming covering approximately 3,520 acres from an
unaffiliated third party. Under the terms of the agreement, Kodiak paid the
seller $425,000. The seller reserved an overriding royalty in and to each of the
federal oil and gas leases of the difference between the existing royalty and
overriding royalty burden and 20% and an overriding royalty in and to the fee
oil and gas leases of the difference between the existing royalty and overriding
royalty burden and 25%. Kodiak agreed to drill at least 20 wells on the acquired
leases during calendar 2005 utilizing our technology. If Kodiak should fail to
meet these minimum requirements, upon the request of the seller Kodiak must
convey the ownership of the acquired leases back to the seller and the seller
retains the $425,000 purchase price. On February 1, 2005, this agreement was
terminated, and the Company received back the consideration initially paid for
the oil and gas field interests.

In February 2005, the Company announced that we had entered into a series of
agreements, commitments and understandings pursuant to which we have acquired
700,000 tons of coal located on certain land described as 14221 East Arrow Road,
Cuba, Illinois, ("Arrow Road Facility"). The acquisition of the coal was
completed through a series of transactions and investments as described below:

In February 2005, the Company entered into an agreement with an existing
shareholder, who has agreed to invest $2,200,000 in exchange for 16.5 million
shares of our common stock which coupled with his existing ownership of 3.3
million shares of our common stock will result in his having 9% of the shares of
our common stock to be outstanding following the consummation of the related
transactions. The stockholder will receive a 7% net royalty interest in certain
economic rights that our wholly-owned subsidiary, Kodiak Productions, LLC,
receives from mineral properties in Wyoming and Montana. We received from the
shareholder $1,000,000 and will receive the remaining $1,200,000, on a
promissory basis.

The Company loaned Deerfield Capital Consultants, Inc. $400,000 in exchange for
which the Company acquired a working capital loan that Deerfield Capital had
made to Consolidated Resources Group Inc., the working capital loan had enabled
Consolidated Resources Group to secure a reclamation permit for the coal storage
site located at the Arrow Road Facility. The working capital loan matures on
February 10, 2006 with Consolidated Resources Group having the right to extend
the maturity of the working capital loan for an additional 12 months. The
working capital loan bears interest at 12% per annum payable monthly and is
secured by 1,000,000 tons of coal located at the Arrow Road Facility, which is
separate from the coal acquisition described below.

Deerfield Enterprises, Inc., which is affiliated with Deerfield Capital solely
through a related third party, who was an affiliate of both companies, and is
primarily owned and controlled by our affiliates, acquired 1,000,000 tons of
coal located at the Arrow Road Facility from Consolidated Resources Group in
consideration for performance by Deerfield Capital under a Financial Services
Consulting Agreement dated February 2, 2005 with Consolidated Resources Group
pursuant to which Deerfield Capital was to obtain funding for Consolidated
Resources Group.

Deerfield Enterprises has sold and transferred to the Company 700,000 tons of
such coal in exchange for 173,400,000 shares of our common stock. These shares
were subsequently distributed to various principals of Deerfield Enterprises for
distribution as determined by the principals of Deerfield Enterprises. In
addition, Deerfield Enterprises acquired 2% of the 5% royalty interest received
from Deerfield Capital for 21 million tons of coal located at the Cuba, Illinois
property in exchange for 35 million shares of our common stock.

In February 2005, a shareholder of the Company advanced $200,000 to the Company
in December 2004, which was subsequently converted into common stock.

On March 14, 2005, the Company executed a Stock/Commodity Exchange Agreement
with Consolidated Resources Group, Inc. Pursuant to the agreement, the Company
acquired 3,000,000 tons of laid up coal from Consolidated in exchange for
21,000,000 shares of our common stock. The coal is located on land described as
14221 East Arrow Road, Cuba, Illinois 61427.

In March 2005, we currently lease facilities consisting of approximately 1,550
square feet of office space in Delray Beach, Florida, pursuant to a one year
lease expiring in March 2006, with initial monthly base rental amount of $3,813,
inclusive of taxes, operating expenses for the common area of the building,
maintenance, janitorial services. Under the terms of the lease, we have a
36-month option to renew during the lease term with a 5% increase in the annual
minimum rent paid in the preceding year.

                                      F-12