Geotec was incorporated in the State of Florida in February 1998 to provide services in the energy industry. The Company's offices are located at 110 East Atlantic Avenue, Suite 200, Delray Beach, FL 33444. The telephone number is (561) 276-9960, the fax number (561) 276-9964, and the e-mail address is:info@geo-tec.net.

During calendar years 2003 and 2004, our business model centered on our ten-year exclusive license and U.S. Patent No. 6,817,298 to market and sell a unique oil treatment service to customers in North, Central, and South America. This technology, Gas Generators(TM), was not fully commercialized, and we had limited business operations from this technology.  Accordingly, we intend to sell our interest in this technology and we will not be a service company to the oil and gas marketplace.  Instead, we will concentrate on generating revenues from the various agreements to acquire and process coal, as described herein, and commercial exploitation of our “Green Energy” technologies.

In the first quarter of 2005, we changed our business plan to pursue a “Green Energy” business model.   Pursuant to this “Green Energy” business model we have entered into contracts to acquire laid up coal, above ground coal mines, and technology to utilize coal assets to produce synthetic fuels. We intend to continue through 2006 to pursue additional contracts for the acquisition of coal assets and technologies to produce gas, liquid or solid synthetic fuels, or refined “clean” or “Ultra Clean” coals. Through agreements described herein, we have obtained technologies to facilitate the processing of coal into Ultra Clean or Clean Coal.  

Supportive Technologies for Coal Refinement. Coal Washing and Use of Enzymes/Proteins: We entered into agreements with Richcorp, Inc. (“Richcorp”) whereby we acquired  Richcorp’s proprietary protein/enzyme formulations to use in our coal washing process.  These formulations are produced from industrial fermentations specifically designed to induce or inhibit the release of specific types of protein/enzymes into an aqueous solution. The desired result includes the degradation of clays, alteration of the pH of the soil structure and the removal of hydrocarbons from soil or the removal of organic-metallic compounds in a fuel targeted for the consumer market. Geotec provides the treatment, remediation or other applications that these formulations utilize to correct or change chemical structures for a particular purpose. An officer of Richcorp, William Richardson, entered into an employment agreement with Geotec, which was executed at the time of the purchase of certain mining interests in Argentina as hereinafter described.

GASIFICATION

Among the uses for our coal assets is gasification.  Gasification is a process which converts any carbon containing material into a synthesis gas composed primarily of hydrocarbon gases. This gas can be used as a fuel to generate electricity or steam, or a basic chemical building block for a large number of uses in the petrochemical and refining industries.   Gasification adds value to low or negative-value feed stocks by converting them to marketable fuels and products.

In furtherance of our Green Energy business model, we entered into a contract to obtain the mining rights to various quantities of coal in 2005 and purchased a promissory note in the amount of $400,000 due from Lancaster International, Inc. (”Lancaster”) and Consolidated Resources Group (“CSRG”). The promissory note served as consideration for an agreement that the Company would receive a permit and bond issued by the State of Illinois to wash and process certain quantities of laid up coal located near Cuba, Illinois.  Lancaster and CSRG did not obtain the bond and permit prior to December 1, 2005 and defaulted on the agreement. Thereafter we transferred and assigned all of our contractual rights to the Illinois coal for the value invested in the coal to Universal Coal, LLC, a Florida limited liability company (“Universal”).  Universal is owned by Bradley Ray, Chief Executive Officer of Geotec.  Universal has given the Company a promissory note based on the cost of the coal, secured by the coal itself.

On December 25, 2005 we entered into an agreement with Stone Mountain Development Company, a Pennsylvania general partnership (“Stone Mountain”), to acquire coal from various sites near Pittsburgh,

Pennsylvania. The contractual obligation of Stone Mountain provided us with means to satisfy a coal futures sale transaction that also involves the purchase of shares of Urban Television Network Corporation preferred stock in the third quarter of 2005.  The preferred shares convert to a maximum of 49% of the common stock of Urban Television Network Corporation.  The Company may not have adequate cash or resources to mine, process and/or deliver this coal and therefore, the Company may not be able to take advantage of its contractual rights to these assets.

The Stone Mountain agreement referenced above provided an alternative source to replace the coal that was due to Geotec from Deerfield Enterprises, Inc. (“Deerfield”), a company owned by Bradley Ray, Chief Executive Officer of Geotec, other employees of Geotec and our primary investor, under the terms of a prior contract with Deerfield. Deerfield has been unable to fulfill its contractual obligation to the Company due to its inability to deliver coal from the location originally contemplated by Deerfield. Accordingly, we have rescinded the agreement with Deerfield due to its failure to provide any consideration for the transaction.  The contractual rights to quantities of Illinois coal were returned to Deerfield Enterprises, Inc.

On December 27, 2005, we entered into an agreement for the acquisition of 20 million tons of refined coal from Ecotec Coal, LLC, a Florida limited liability company (“Ecotec”) managed by Green Energy Management, LLC (“Green Energy”).  Both Ecotec and Green Energy are entities controlled by Bradley Ray, Chief Executive Officer of Geotec.  The agreement with Ecotec provides that it will sell quantities of refined coal exclusively to us at a price of $18.50 per ton.  It is our goal to sell the refined coal to various end users to generate revenue for the Company.  If we are able to obtain capital or revenues from the sale of coal or our technology, we plan to purchase quantities of refined coal from various parties throughout 2006 and beyond for our customers, which include power companies and other end users of refined coal.  

On January 31, 2006, we made the initial payments for the acquisition of mineral rights for five (5) asphaltite mines (containing high volatile resource materials) in the Neuquen Province of Argentina. We previously obtained mineral rights for two asphaltite mines from Richcorp in 2005.  The preliminary reports reveal that the asphaltite reserves are contained on or in land comprising about 7,000 acres in the Neuquen Province of Argentina. While we expect to make all additional required payments for the mines, the Company may not have sufficient cash or resources to complete the payment obligations and may thereafter be in default.

2. Background Information regarding the coal market.

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

Many technologies have been used with hydrocarbons, to increase the use, form or caloric output of coal, gas and oil. We are pursuing several technologies that will maximize the profits and minimize the reclamation costs of its coal. These multiple profit streams will be a major focus of our business operations and may include other coal/hydrocarbons made available to us.  We also intend to pursue the direct sale of coal to power plants and power companies.  

Coal is the most widely used electrical energy producing fuel in the world.  Before use, most coal must be cleaned of impurities.  During that cleaning process, the industry loses a substantial amount with the waste.  Experts have concluded that 70–80 million tons of US coal are lost annually during cleaning.  More than 2 billion tons of (clean) coal is contained in more than 700 eastern US waste ponds and piles.  Historically, coal used for electric power generation has sold for about $35 per ton. The current spot price is in excess of $65 per ton.  Ultra Clean Coal is sold as high as $115 per ton.

Today, coal is used to produce over 55% of the electricity in the United States. The United States is the second largest producer of coal at about 1 billion tons per year. China produces about 150% more than the United States and India and Russia are the next largest producers with about 1/3 of the United States production. Coal usage has increased about 7% per annum, and it is expected to continue at this rate.

Coal is a commodity with spot prices based upon location, and availability. Illinois basin coal spot prices are in the range of $44 per short ton, while eastern coal and Powder River Coal are in the range of $52 and $17 per

short ton. Canadian coal sold overseas for steel mills has recently been selling for $125 per short ton, as is coal imported to the Far East, at even higher prices.

We are focusing our business efforts on “Green Energy” production and use of BTU output or conversion of the caloric content of hydrocarbons, through several technologies, which includes the use of our coal assets. Coal prices should remain at their current levels, or move higher based upon increasing usage in China and India, as well as other emerging countries and the more recent increase in oil and gas prices. Distribution of our refined coal occurs through agreements with our customers and traditional transportation methods utilized by the coal industry. These methods include, transporting by ship, barge, railway and over the road trucking.  

3.       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.  As noted above, we have discontinued business operations that utilize the patent and are seeking to sell the technology as it is not material to our Green Energy business model and operations.

4.       Vendors, Suppliers, Distributors, Customers.

(a) Coal Sales Agreement. On March 3, 2006, we executed a purchase order agreement with Island Sales Limited, a Pennsylvania corporation whereby we agreed to sell 500,000 tons of Pennsylvania processed clean coal to Island Sales between April and December, 2006, at the price of $47.10 per ton, subject to processing and delivery specifications. We may not be able to process and deliver this amount or any amount of coal and therefore may be in default of this contract.

(b) Coal Processing Test Results. On January 27, 2006, we received coal washing test results from SGS Commercial Testing & Engineering Co. of Denver, Colorado, which provided independent verification and validation that chemical modification of the Pennsylvania coal utilizing our proprietary recombinant protein/enzyme technology (acquired from Richcorp) increased the commercial value of such coal. We believe that test results from the chemically processed coal demonstrate that the processed coal qualifies as “Refined Coal” as such term is defined in Section 45 of the Internal Revenue Code of 1986, as amended.

(c) Technical Testing Data. The results showed a 15.6 % increase in Btu per lb. to 13,209 Btu; a decrease in Ash of 58% to 7.33% and a 20.2% decrease in lb. S02/mm Btu.

5.       The Market: Target Customers and Marketing Strategy.

In the United States, power companies and large independent companies that generate their own power are potential customers for the sale of coal.  Approximately 1.2 billion tons of coal are mined and delivered within the United States each year.  

Our international asphaltite reserves have a high level of organic chemicals, that upon refining (with our enzyme/proteins), with gasification or classical refining will produce several barrels of diesel and a barrel of jet fuel per ton of asphaltite.  Jet fuel and diesel fuel are basic commodities with prices that vary with that commodity marketplace.

Domestic coal or asphaltite can also be used to produce bio-fuels utilizing any type of organically produced feedstock such as corn, rice or similar material.  In addition, our protein/enzyme product can be used to produce ethanol from these organic feed stocks.

6.       Competition.

There are many companies, too numerous to mention, that own coal mines and laid up coal and that compete with us for the sale of coal/hydrocarbon commodities.  The price for these products will fluctuate as the price of oil or gas changes, and the representative cost of refining these products fluctuates. We expect that

utilization of our enzyme/protein proprietary processing product (acquired from Richcorp) will provide us with a competitive advantage in our sales of Ultra-Clean coal.

7.       Government Regulations.

Price Regulations.

Regulation of the Environment. The exploration, development, production and processing of coal is 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 our business activities. Compliance with such legislation and regulations, together with any penalties resulting from noncompliance therewith, will increase the cost of coal development, production and processing. Certain of these costs may ultimately be borne by us.  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 our competitive position in the coal and synthetic fuel 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 our operations, services, and revenues may be subject.

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 report 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 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 references as may be determined from time to time by our board of directors, of which 1,100,000 shares have been designated as our Series A Convertible Preferred Stock. We presently have no plans to issue any additional 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. 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, 2005. We will evaluate our internal control systems depending on the ultimate resolution of the applicability of the SOX 404 Rules to our Company.

Should we become subject to the final SOX 404 Rules we may expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, and 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 attestation from our independent auditors (if that is required). 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.

WE HAVE ABANDONED OUR FORMER BUSINESS MODEL AND ACTIVITY TO UTILIZE THE PATENT DESCRIBED HEREIN AND TO BE A SERVICE PROVIDER TO THE OIL AND GAS INDUSTRY.

 During calendar years 2003 and 2004, our business model centered around our ten-year exclusive license and U.S. Patent No. 6,817,298 to market and sell a unique oil treatment service to customers in North, Central, and South America. This technology, Gas Generators(TM), was not fully commercialized.  Accordingly, we intend to sell our interest in this technology and we will not be a service company to the oil and gas marketplace.  Instead, we will concentrate on monetizing our coal assets and our “Green Energy” technologies.

In the first quarter of 2005, we changed our business plan to pursue a “Green Energy” business model.   Pursuant to this “Green Energy” business model we have entered into agreements to acquire laid up coal, above ground coal mines and technology to utilize coal to produce synthetic fuels. We intend to continue through 2006 to enter into additional agreements to acquire coal assets and technologies to produce gas, liquid or solid synthetic fuels, or refined “clean” or “Ultra Clean” coals. Through agreements described herein, we have obtained technologies that enable the processing of coal into Ultra Clean or Clean Coal.    However, we have not yet generated any significant revenues with this new business model and there can be no assurances that future revenues will be sufficient to sustain and support our projected business operations.  Further, while the technology has been favorably reported in a laboratory and pilot plant setting, there is no evidence that the technology will be commercially feasible as it has never been utilized to refine coal in a commercial setting.

WE MAY NOT HAVE SUFFICIENT CAPITALIZATION NOR BE ABLE TO ENGAGE IN ANY ASSOCIATIONS TO RAISE CAPITAL TO MEET OUR CURRENT OBLIGATIONS OR TO BE ABLE TO PURCHASE OR PROCESS OUR COAL RESERVES.

It will be essential for the Company to attain a cash flow in the near future in order to fulfill our business plan of purchasing, processing and delivering coal.  The equipment necessary to process coal reserves is expensive and the Company may not be able to purchase or lease the equipment unless we associate with other entities, investors or venture partners in order to purchase coal and/or necessary equipment.