As filed with the Securities and Exchange Commission on August 27, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         GEOTEC THERMAL GENERATORS, INC.
               (Exact name of issuer as specified in its charter)

          Florida                                               59-3357040
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

          1615 S. Federal Highway, Suite 101, Boca Raton, Florida 30062
               (Address of principal executive offices) (Zip Code)


                     Legal Services and Consulting Agreement
               by and between Registrant and Elena V. Sordia, Esq.
                            (Full title of the plan)



                                  Richard Lueck
                       1615 S. Federal Highway, Suite 101
                            Boca Raton, Florida 30062
                                 (561) 447-7370
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200


<PAGE>
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

                                                              Proposed                  Proposed
                                                              maximum                   maximum
                                                              offering                  aggregate                  Amount of
Title of securities                 Amount to be              price per                 offering                   registration
to be registered                    registered                share                     price                         fee
====================================================================================================================================

Compensatory Stock Issued to Selling Securityholders
<S>           <C>                   <C>                         <C>                       <C>                      <C>
Common Stock, $0.001                150,000                     $.60*                     $90,000                  $22.50
par value per share

Common Stock, $0.001                 50,000                    $1.50                      $75,000                  $18.75
par value per share (1)

Common Stock, $0.001                 50,000                    $2.00                     $100,000                  $25.00
par value per share (1)

Common Stock, $0.001                100,000                    $3.00                     $300,000                  $75.00
par value per share (1)

Common Stock, $0.001                150,000                    $4.00                     $600,000                 $150.00
par value per share (1)                                                                                           -------
                                                                                        TOTAL                     $291.25
-----------------
</TABLE>
*        Calculated in accordance with Rule 457 based upon not less than the
         average of the closing bid and asked prices on August 20, 2001.

(1)      Shares issuable upon exercise of options. Estimated solely for purposes
         of calculating the registration fee pursuant to Rule 457(g). Based upon
         exercise price of the shares of common stock underlying convertible
         securities which is higher than the average of the closing bid and
         asked prices for the common stock on August 20, 2001.


                                        2
<PAGE>
                                   PROSPECTUS


                         GEOTEC THERMAL GENERATORS, INC.

                         500,000 Shares of Common Stock


         This prospectus forms a part of a registration statement which
registers an aggregate of 500,000 shares of common stock, that are collectively
referred to as the "Shares", of Geotec Thermal Generators, Inc. ("Geotec",
"Company", "we", "us" or "our"). Elena V. Sordia has been issued 150,000 Shares
and stock options to purchase the remaining 350,000 Shares at an exercise price
ranging from $.50 to $4.00, pursuant to a Legal Services and Consulting
Agreement dated August 2, 2001. Mrs. Sordia is sometimes referred to as the
"selling securityholder." The selling securityholder may sell all or a portion
of the Shares from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.



         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.



         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.


                 The date of this prospectus is August 27, 2001


                                        3
<PAGE>
                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

        o  Annual Report on Form 10-KSB for the year ended December 31, 2000,
           filed on April 16, 2001;

        o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001,
           filed on May 21, 2001; and

        o  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001,
           filed on August 20, 2001.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or


                                        4
<PAGE>
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Geotec Thermal Generators,
Inc., 1615 S. Federal Highway, Suite 101, Boca Raton, FL 33432.


                                   THE COMPANY

         This prospectus contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking
statements. Factors that might cause or contribute to these differences include
those discussed below and elsewhere in this prospectus.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have only recently commenced revenue-producing operations and the limited
information available about us makes an evaluation of us difficult.

         We have conducted limited operations and we have little operating
history that permits you to evaluate our business and our prospects based on
prior performance. You must consider your investment in light of the risks,
uncertainties, expenses and difficulties that are usually encountered by
companies in their early stages of development. There can be no assurance that
the company will successfully address such risks, and the failure to do so could
have a material adverse effect on our business, financial condition and results
of operations.

We have experienced historical losses, have an accumulated deficit and may not
become profitable.

         For the fiscal year ended December 31, 2000, and the three months ended
June 30, 2001, we experienced net losses of $3,588,063 and $421,120,
respectively. In addition, at June 30, 2001, we had an accumulated deficit of
$5,148,220. Our operating results for future periods will include significant
expenses, including product development expenses, sales and marketing costs,
administrative expenses, and will be subject to numerous uncertainties. As a
result, we are unable to predict whether we will achieve profitability in the
future.


                                        5
<PAGE>
We will require additional financing.

         Our operations are capital intensive and our growth will consume a
substantial portion of our available working capital. We will require additional
capital in order to fund our operations. Our working capital requirements will
depend on a variety of factors, including the timing and rate at which we are
able to generate revenues from operations. There can be no assurance that we
will not require additional capital sooner as marketing and development
activities increase. We do not have any commitments for additional financing and
there can be no assurance that such additional funding, if required, will be
available, or if available, will be available upon favorable terms. Insufficient
funds may prevent us from implementing our business strategy. In the event we
raise additional funds through the issuance of equity securities, dilution to
the then existing stockholders will result and future investors may be granted
rights superior to those of existing stockholders.

We engage in emerging technologies; as a result the market price for the Common
Stock may be subject to extreme volatility.

         The market for securities of companies reliant upon emerging
technologies has historically been more volatile than the market for stocks in
general. As a result, the price of the common stock may be subject to wide
fluctuations in response to factors some of which are beyond our control,
including, without limitation, the following:

        o  quarter-to-quarter variations in our operating results;
        o  our announcement of material events;
        o  price fluctuations in sympathy to others engaged in our industry; and
        o  the effects of media coverage of our business.

         We have a history of losses during our short period of existence. We
may never achieve profitability and in that event, we will need to terminate our
operations and you may lose your entire investment.

         We were organized in February 1998. At June 30, 2001, we had no cash
and an accumulated deficit of $5,148,220. Although we have begun to receive
limited revenues, we will continue to incur significant start-up costs as we
build up our business. As a result, we expect to continue to incur losses until
we are able to significantly increase our client base and revenues. Our
potential for future profitability will depend on our ability to increase our
client base and our revenues while controlling costs. If we do not begin
receiving revenue when expected or we are not able to control our start-up
costs, your entire investment in us may be lost.

         Because of these conditions, our independent public accountants have
included an explanatory paragraph in their report for the year ended December
31, 2000 expressing doubt about our ability to continue as a going concern.


                                        6
<PAGE>
Because we are still an early stage business, you have a very limited base to
evaluate us and determine our prospects for achieving our intended business
objectives.

         We are prone to all of the risks involved in setting up any new
business venture. You could consider the chances of our future success to be
highly speculative in view of our limited operating history, as well as the
limited resources, problems, expenses, risks, and complications frequently
confronted by similar companies in the early stages of development. To address
these risks, we must, among other things:

        o  Introduce and successfully execute our business and marketing
           strategy;

        o  Continually update and improve our service offerings and sales
           efforts;

We may have difficulty expanding our network infrastructure and managing
potential growth

         Further expansion of our operations will be required to address
potential growth of our customer base and market opportunities. Expansion will
place a significant strain on our management, operational and financial
resources. Currently, we have only a limited number of employees and we will
need to improve existing and implement new transaction processing, operational
and financial systems, procedures and controls, and to expand, train and manage
our employee base in order to consider expanding. We will also be required to
expand our finance, administrative and operations staff. Our failure to expand
our infrastructure and manage growth effectively could have a damaging effect on
our business, results of operations and financial condition.

Securities and Exchange Commission rules on "penny stocks" could greatly affect
the market for our common stock by reducing liquidity and the ability to sell
our stock

         The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Depending on
market fluctuations, our common stock could be considered to be a "penny stock"
and be subject to rules that impose additional sales practice requirements on
broker/dealers who sell these securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities. In addition he must receive the purchaser's written consent to
the transaction prior to the purchase. He must also provide certain written
disclosure to the purchaser. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell our securities, and may adversely affect
the ability of holders of shares of our common stock to resell them.



                                        7
<PAGE>
The Common Stock is thinly traded and an active and visible trading market for
the Common Stock may not develop.

         The Common Stock is currently traded on a limited basis on the
Over-the-Counter Bulletin Board under the symbol "GETC". The quotation of the
Common Stock on the OTCBB does not assure that a meaningful, consistent and
liquid trading market currently exists. We cannot predict whether a more active
market for the common stock will develop in the future. In the absence of an
active trading market:

        o  investors may have difficulty buying and selling or obtaining
           quotations for the common stock;
        o  market visibility for the common stock may be limited; and
        o  a lack of visibility for the common stock may have a depressive
           effect on the market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                         AGREEMENT WITH ELENA V. SORDIA

General

         On August 2, 2001, we entered into a Legal Services and Consulting
Agreement (the "Agreement") with Elena V. Sordia, an attorney specializing in
international law. Pursuant to the Agreement, Mrs. Sordia is to provide the
Company with legal research, legal advise, litigation and arbitration services
in the courts of the Russian Federation and the courts of the Commonwealth of
Independent States, provide consulting on the ongoing complex contractual
relationships with numerous Russian business counterparts, assist in preparation
and execution of licenses and permits required for further expansion of export
of respective Russian designed technology for the Company's business in various
regions of the world and to seek to develop new business opportunities and niche
markets for the Company's services in collaboration with leading Russian oil and
gas companies. The term of the Agreement is one year. In consideration of the
services to be provided by Mrs. Sordia under the Agreement, the Company has
issued to Mrs. Sordia, pursuant to the terms of the Agreement, 150,000 shares of
the Company's common stock, and stock options to purchase 350,000 shares of the
Company's common stock, at exercise prices ranging from $.50 to $4.00 per share.
The Agreement contains a standard confidentiality provision.


Federal Income Tax Effects

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not purport to be a complete


                                        8
<PAGE>
description of the federal income tax consequences of the issuance, nor does it
describe the consequences of state, local or foreign tax laws which may be
applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.


                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

        o  the name of the selling securityholder,

        o  the amount of shares of common stock held directly or indirectly,

        o  the maximum amount of shares of common stock to be offered by the
           selling securityholder,

        o  the amount of common stock to be owned by the selling securityholder
           following sale of the shares of common stock, and


                                        9
<PAGE>
        o  the percentage of shares of common stock to be owned by the selling
           Securityholder following completion of such offering.
<TABLE>
<CAPTION>
                                                                                                   Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Securityholders                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
<S>                                 <C>                   <C>                     <C>                  <C>
Elena V. Sordia                     500,000(1)             500,000                   0                  0%
</TABLE>

(1)      Includes 350,000 Shares that can be acquired by the selling
         securityholder through the execution of the following stock options:
         (i) an option to acquire 50,000 Shares at $1.50 per share; (ii) an
         option to acquire 50,000 Shares at $2.00 per share; (iii) an option to
         acquire 100,000 Shares at $3.00 per share; and (iv) and option to
         acquire 150,000 Shares at $4.00 per share.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o   through the "pink sheets", on the over-the-counter Bulletin
             Board, or on such exchanges or over-the-counter markets on
             which our shares may be listed from time- to-time, in
             transactions which may include special offerings, exchange
             distributions and/or secondary distributions, pursuant to and
             in accordance with the rules of such exchanges, including
             sales to underwriters who acquire the shares for their own
             account and resell them in one or more transactions or through
             brokers, acting as principal or agent;

         o   in transactions other than on such exchanges or in the
             over-the-counter market, or a combination of such
             transactions, including sales through brokers, acting as
             principal or agent, sales in privately negotiated
             transactions, subject to rules relating to sales by
             affiliates;

        o    through the issuance of securities by issuers other than us,
             convertible into, exchangeable for, or payable in our shares; or


                                       10
<PAGE>
         o   through the writing of options on our shares, whether or not
             such options are listed on an exchange, or other transactions
             requiring delivery of our shares, or the delivery of our
             shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholder that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided the selling securityholder
with a copy of these rules. We have also told the selling securityholder of the
need for delivery of copies of this prospectus in connection with any sale of
securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue 50,000,000 shares of common stock, $.001 par
value per share. As of April 15, 2001, there were issued and outstanding,
21,960,105 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding


                                       11
<PAGE>
shares of our common stock are a quorum to transact business at a stockholders'
meeting. Our common stock has no preemptive, subscription or conversion rights.
Also, our common stock is not redeemable.


                                     EXPERTS

         Our financial statements appearing in our Annual Report on Form 10-KSB,
for the fiscal year ended December 31, 2000 and December 31, 1999, have been
audited by Feldman Sherb & Co., P.C. Independent Certified Public Accountants,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Feldman Sherb & Co., P.C., pertaining to such
financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.


                                 INDEMNIFICATION

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. Our Articles of Incorporation provide that we shall
indemnify and may insure our officers and directors to the fullest extent
permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (ii)
deriving an improper personal benefit from a transaction; (iii) voting for or
assenting to an unlawful distribution; and (iv) wilful misconduct or conscious
disregard for our best interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange


                                       12
<PAGE>
Commission, this indemnification is against public policy as expressed in the
securities laws, and is, therefore unenforceable.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.           Incorporation of Documents by Reference

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

        o  Annual Report on Form 10-KSB for the year ended December 31, 2000,
           filed on April 16, 2001;

        o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001,
           filed on May 21, 2001; and

         o Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001,
           filed on August 20, 2001.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Geotec Thermal Generators,
Inc., 1615 S. Federal Highway, Suite 101, Boca Raton, FL 33432.



                                       13

<PAGE>
ITEM 4.           Description of Securities


         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

         Elena V. Sordia, a consultant that has provided legal services to the
Company, has been issued 150,000 shares of Company common stock, and has been
granted stock options to purchase 350,000 shares of the Company's common stock
at an exercise price ranging from $.50 to $4.00 per share.

ITEM 6.           Indemnification of Directors and Officers

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in such statute. Our Articles of Incorporation provide that we shall
indemnify and may insure our officers and directors to the fullest extent
permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (ii)
deriving an improper personal benefit from a transaction; (iii) voting for or
assenting to an unlawful distribution; and (iv) wilful misconduct or conscious
disregard for our best interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.


                                       14
<PAGE>
ITEM 7.           Exemption From Registration Claimed

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to the Company and
had the ability to fend for herself, the issuance was exempt from registration
under the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         Exhibit No.         Description

         5                   Opinion and Consent of Atlas Pearlman, P.A.
                             (Includes Exh. 23.2) *

         10.1                Agreement with Elena V. Sordia *

         23.1                Consent of Feldman Sherb & Co., P.C. *

         23.2                Consent of Atlas Pearlman, P.A.*
--------------------
*        Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  a.  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  c.  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;


                                       15
<PAGE>
         Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




                                       16
<PAGE>
                                   SIGNATURES

         The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, in the City of Boca Raton, State of Florida, on the 27th day of
August, 2001.

                                                 GEOTEC THERMAL GENERATORS, INC.


                                                 By:/s/ Richard Lueck
                                                    ------------------------
                                                    Richard Lueck
                                                    Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                         Title                          Date



/s/ Richard Lueck                 Chief Executive Officer,
------------------                Treasurer, Secretary, and
Richard Lueck                     Director                       August 27, 2001


/s/ Daniel Pepe                   President and Chairman
------------------                of the Board
Daniel Pepe                                                      August 27, 2001


/s/Martin Scott                   Chief Financial Officer
------------------
Martin Scott                                                     August 27, 2001
[{"type": "S-8", "sequence": "1", "filename": "august282001-s8.txt", "description": "S-8", "secsgml_size_bytes": 45666}]
{"company-data": {"conformed-name": "GEOTEC THERMAL GENERATORS INC", "cik": "0001087717", "assigned-sic": "9995", "irs-number": "593357040", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68420", "film-number": "1724210"}, "business-address": {"street1": "5956 N.W. 63RD WAY", "city": "PARKLAND", "state": "FL", "zip": "33067", "phone": "9543404694"}, "mail-address": {"street1": "162 EAST RIVERBEND DR", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32779"}, "former-company": {"former-conformed-name": "KENNSINGTON CAPITAL & EQUITY CORP", "date-changed": "19990601"}}
As filed with the Securities and Exchange Commission on August 27, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         GEOTEC THERMAL GENERATORS, INC.
               (Exact name of issuer as specified in its charter)

          Florida                                               59-3357040
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

          1615 S. Federal Highway, Suite 101, Boca Raton, Florida 30062
               (Address of principal executive offices) (Zip Code)

                     Legal Services and Consulting Agreement
               by and between Registrant and Elena V. Sordia, Esq.
                            (Full title of the plan)

                                  Richard Lueck
                       1615 S. Federal Highway, Suite 101
                            Boca Raton, Florida 30062
                                 (561) 447-7370
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
CALCULATION OF REGISTRATION FEE

                                                              Proposed                  Proposed
                                                              maximum                   maximum
                                                              offering                  aggregate                  Amount of
Title of securities                 Amount to be              price per                 offering                   registration
to be registered                    registered                share                     price                         fee
====================================================================================================================================

Compensatory Stock Issued to Selling Securityholders
Common Stock, $0.001                150,000                     $.60*                     $90,000                  $22.50
par value per share

Common Stock, $0.001                 50,000                    $1.50                      $75,000                  $18.75
par value per share (1)

Common Stock, $0.001                 50,000                    $2.00                     $100,000                  $25.00
par value per share (1)

Common Stock, $0.001                100,000                    $3.00                     $300,000                  $75.00
par value per share (1)

Common Stock, $0.001                150,000                    $4.00                     $600,000                 $150.00
par value per share (1)                                                                                           -------
                                                                                        TOTAL                     $291.25
-----------------
*        Calculated in accordance with Rule 457 based upon not less than the
         average of the closing bid and asked prices on August 20, 2001.

(1)      Shares issuable upon exercise of options. Estimated solely for purposes
         of calculating the registration fee pursuant to Rule 457(g). Based upon
         exercise price of the shares of common stock underlying convertible
         securities which is higher than the average of the closing bid and
         asked prices for the common stock on August 20, 2001.

                                        2
PROSPECTUS

                         GEOTEC THERMAL GENERATORS, INC.

                         500,000 Shares of Common Stock

         This prospectus forms a part of a registration statement which
registers an aggregate of 500,000 shares of common stock, that are collectively
referred to as the "Shares", of Geotec Thermal Generators, Inc. ("Geotec",
"Company", "we", "us" or "our"). Elena V. Sordia has been issued 150,000 Shares
and stock options to purchase the remaining 350,000 Shares at an exercise price
ranging from $.50 to $4.00, pursuant to a Legal Services and Consulting
Agreement dated August 2, 2001. Mrs. Sordia is sometimes referred to as the
"selling securityholder." The selling securityholder may sell all or a portion
of the Shares from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                 The date of this prospectus is August 27, 2001

                                        3
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

        o  Annual Report on Form 10-KSB for the year ended December 31, 2000,
           filed on April 16, 2001;

        o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001,
           filed on May 21, 2001; and

        o  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001,
           filed on August 20, 2001.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or

                                        4
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Geotec Thermal Generators,
Inc., 1615 S. Federal Highway, Suite 101, Boca Raton, FL 33432.

                                   THE COMPANY

         This prospectus contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking
statements. Factors that might cause or contribute to these differences include
those discussed below and elsewhere in this prospectus.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have only recently commenced revenue-producing operations and the limited
information available about us makes an evaluation of us difficult.

         We have conducted limited operations and we have little operating
history that permits you to evaluate our business and our prospects based on
prior performance. You must consider your investment in light of the risks,
uncertainties, expenses and difficulties that are usually encountered by
companies in their early stages of development. There can be no assurance that
the company will successfully address such risks, and the failure to do so could
have a material adverse effect on our business, financial condition and results
of operations.

We have experienced historical losses, have an accumulated deficit and may not
become profitable.

         For the fiscal year ended December 31, 2000, and the three months ended
June 30, 2001, we experienced net losses of $3,588,063 and $421,120,
respectively. In addition, at June 30, 2001, we had an accumulated deficit of
$5,148,220. Our operating results for future periods will include significant
expenses, including product development expenses, sales and marketing costs,
administrative expenses, and will be subject to numerous uncertainties. As a
result, we are unable to predict whether we will achieve profitability in the
future.

                                        5
We will require additional financing.

         Our operations are capital intensive and our growth will consume a
substantial portion of our available working capital. We will require additional
capital in order to fund our operations. Our working capital requirements will
depend on a variety of factors, including the timing and rate at which we are
able to generate revenues from operations. There can be no assurance that we
will not require additional capital sooner as marketing and development
activities increase. We do not have any commitments for additional financing and
there can be no assurance that such additional funding, if required, will be
available, or if available, will be available upon favorable terms. Insufficient
funds may prevent us from implementing our business strategy. In the event we
raise additional funds through the issuance of equity securities, dilution to
the then existing stockholders will result and future investors may be granted
rights superior to those of existing stockholders.

We engage in emerging technologies; as a result the market price for the Common
Stock may be subject to extreme volatility.

         The market for securities of companies reliant upon emerging
technologies has historically been more volatile than the market for stocks in
general. As a result, the price of the common stock may be subject to wide
fluctuations in response to factors some of which are beyond our control,
including, without limitation, the following:

        o  quarter-to-quarter variations in our operating results;
        o  our announcement of material events;
        o  price fluctuations in sympathy to others engaged in our industry; and
        o  the effects of media coverage of our business.

         We have a history of losses during our short period of existence. We
may never achieve profitability and in that event, we will need to terminate our
operations and you may lose your entire investment.

         We were organized in February 1998. At June 30, 2001, we had no cash
and an accumulated deficit of $5,148,220. Although we have begun to receive
limited revenues, we will continue to incur significant start-up costs as we
build up our business. As a result, we expect to continue to incur losses until
we are able to significantly increase our client base and revenues. Our
potential for future profitability will depend on our ability to increase our
client base and our revenues while controlling costs. If we do not begin
receiving revenue when expected or we are not able to control our start-up
costs, your entire investment in us may be lost.

         Because of these conditions, our independent public accountants have
included an explanatory paragraph in their report for the year ended December
31, 2000 expressing doubt about our ability to continue as a going concern.

                                        6
Because we are still an early stage business, you have a very limited base to
evaluate us and determine our prospects for achieving our intended business
objectives.

         We are prone to all of the risks involved in setting up any new
business venture. You could consider the chances of our future success to be
highly speculative in view of our limited operating history, as well as the
limited resources, problems, expenses, risks, and complications frequently
confronted by similar companies in the early stages of development. To address
these risks, we must, among other things:

        o  Introduce and successfully execute our business and marketing
           strategy;

        o  Continually update and improve our service offerings and sales
           efforts;

We may have difficulty expanding our network infrastructure and managing
potential growth

         Further expansion of our operations will be required to address
potential growth of our customer base and market opportunities. Expansion will
place a significant strain on our management, operational and financial
resources. Currently, we have only a limited number of employees and we will
need to improve existing and implement new transaction processing, operational
and financial systems, procedures and controls, and to expand, train and manage
our employee base in order to consider expanding. We will also be required to
expand our finance, administrative and operations staff. Our failure to expand
our infrastructure and manage growth effectively could have a damaging effect on
our business, results of operations and financial condition.

Securities and Exchange Commission rules on "penny stocks" could greatly affect
the market for our common stock by reducing liquidity and the ability to sell
our stock

         The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Depending on
market fluctuations, our common stock could be considered to be a "penny stock"
and be subject to rules that impose additional sales practice requirements on
broker/dealers who sell these securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities. In addition he must receive the purchaser's written consent to
the transaction prior to the purchase. He must also provide certain written
disclosure to the purchaser. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell our securities, and may adversely affect
the ability of holders of shares of our common stock to resell them.

                                        7
The Common Stock is thinly traded and an active and visible trading market for
the Common Stock may not develop.

         The Common Stock is currently traded on a limited basis on the
Over-the-Counter Bulletin Board under the symbol "GETC". The quotation of the
Common Stock on the OTCBB does not assure that a meaningful, consistent and
liquid trading market currently exists. We cannot predict whether a more active
market for the common stock will develop in the future. In the absence of an
active trading market:

        o  investors may have difficulty buying and selling or obtaining
           quotations for the common stock;
        o  market visibility for the common stock may be limited; and
        o  a lack of visibility for the common stock may have a depressive
           effect on the market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                         AGREEMENT WITH ELENA V. SORDIA

General

         On August 2, 2001, we entered into a Legal Services and Consulting
Agreement (the "Agreement") with Elena V. Sordia, an attorney specializing in
international law. Pursuant to the Agreement, Mrs. Sordia is to provide the
Company with legal research, legal advise, litigation and arbitration services
in the courts of the Russian Federation and the courts of the Commonwealth of
Independent States, provide consulting on the ongoing complex contractual
relationships with numerous Russian business counterparts, assist in preparation
and execution of licenses and permits required for further expansion of export
of respective Russian designed technology for the Company's business in various
regions of the world and to seek to develop new business opportunities and niche
markets for the Company's services in collaboration with leading Russian oil and
gas companies. The term of the Agreement is one year. In consideration of the
services to be provided by Mrs. Sordia under the Agreement, the Company has
issued to Mrs. Sordia, pursuant to the terms of the Agreement, 150,000 shares of
the Company's common stock, and stock options to purchase 350,000 shares of the
Company's common stock, at exercise prices ranging from $.50 to $4.00 per share.
The Agreement contains a standard confidentiality provision.

Federal Income Tax Effects

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not purport to be a complete

                                        8
description of the federal income tax consequences of the issuance, nor does it
describe the consequences of state, local or foreign tax laws which may be
applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

        o  the name of the selling securityholder,

        o  the amount of shares of common stock held directly or indirectly,

        o  the maximum amount of shares of common stock to be offered by the
           selling securityholder,

        o  the amount of common stock to be owned by the selling securityholder
           following sale of the shares of common stock, and

                                        9
o  the percentage of shares of common stock to be owned by the selling
           Securityholder following completion of such offering.
Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Securityholders                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
Elena V. Sordia                     500,000(1)             500,000                   0                  0%
(1)      Includes 350,000 Shares that can be acquired by the selling
         securityholder through the execution of the following stock options:
         (i) an option to acquire 50,000 Shares at $1.50 per share; (ii) an
         option to acquire 50,000 Shares at $2.00 per share; (iii) an option to
         acquire 100,000 Shares at $3.00 per share; and (iv) and option to
         acquire 150,000 Shares at $4.00 per share.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o   through the "pink sheets", on the over-the-counter Bulletin
             Board, or on such exchanges or over-the-counter markets on
             which our shares may be listed from time- to-time, in
             transactions which may include special offerings, exchange
             distributions and/or secondary distributions, pursuant to and
             in accordance with the rules of such exchanges, including
             sales to underwriters who acquire the shares for their own
             account and resell them in one or more transactions or through
             brokers, acting as principal or agent;

         o   in transactions other than on such exchanges or in the
             over-the-counter market, or a combination of such
             transactions, including sales through brokers, acting as
             principal or agent, sales in privately negotiated
             transactions, subject to rules relating to sales by
             affiliates;

        o    through the issuance of securities by issuers other than us,
             convertible into, exchangeable for, or payable in our shares; or

                                       10
o   through the writing of options on our shares, whether or not
             such options are listed on an exchange, or other transactions
             requiring delivery of our shares, or the delivery of our
             shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholder that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided the selling securityholder
with a copy of these rules. We have also told the selling securityholder of the
need for delivery of copies of this prospectus in connection with any sale of
securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue 50,000,000 shares of common stock, $.001 par
value per share. As of April 15, 2001, there were issued and outstanding,
21,960,105 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding

                                       11
shares of our common stock are a quorum to transact business at a stockholders'
meeting. Our common stock has no preemptive, subscription or conversion rights.
Also, our common stock is not redeemable.

                                     EXPERTS

         Our financial statements appearing in our Annual Report on Form 10-KSB,
for the fiscal year ended December 31, 2000 and December 31, 1999, have been
audited by Feldman Sherb & Co., P.C. Independent Certified Public Accountants,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Feldman Sherb & Co., P.C., pertaining to such
financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.

                                 INDEMNIFICATION

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. Our Articles of Incorporation provide that we shall
indemnify and may insure our officers and directors to the fullest extent
permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (ii)
deriving an improper personal benefit from a transaction; (iii) voting for or
assenting to an unlawful distribution; and (iv) wilful misconduct or conscious
disregard for our best interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange

                                       12
Commission, this indemnification is against public policy as expressed in the
securities laws, and is, therefore unenforceable.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

        o  Annual Report on Form 10-KSB for the year ended December 31, 2000,
           filed on April 16, 2001;

        o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001,
           filed on May 21, 2001; and

         o Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001,
           filed on August 20, 2001.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Geotec Thermal Generators,
Inc., 1615 S. Federal Highway, Suite 101, Boca Raton, FL 33432.

                                       13
ITEM 4.           Description of Securities

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

         Elena V. Sordia, a consultant that has provided legal services to the
Company, has been issued 150,000 shares of Company common stock, and has been
granted stock options to purchase 350,000 shares of the Company's common stock
at an exercise price ranging from $.50 to $4.00 per share.

ITEM 6.           Indemnification of Directors and Officers

         We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in such statute. Our Articles of Incorporation provide that we shall
indemnify and may insure our officers and directors to the fullest extent
permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (ii)
deriving an improper personal benefit from a transaction; (iii) voting for or
assenting to an unlawful distribution; and (iv) wilful misconduct or conscious
disregard for our best interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

                                       14
ITEM 7.           Exemption From Registration Claimed

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to the Company and
had the ability to fend for herself, the issuance was exempt from registration
under the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         Exhibit No.         Description

         5                   Opinion and Consent of Atlas Pearlman, P.A.
                             (Includes Exh. 23.2) *

         10.1                Agreement with Elena V. Sordia *

         23.1                Consent of Feldman Sherb & Co., P.C. *

         23.2                Consent of Atlas Pearlman, P.A.*
--------------------
*        Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  a.  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  c.  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

                                       15
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       16
SIGNATURES

         The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, in the City of Boca Raton, State of Florida, on the 27th day of
August, 2001.

                                                 GEOTEC THERMAL GENERATORS, INC.

                                                 By:/s/ Richard Lueck
                                                    ------------------------
                                                    Richard Lueck
                                                    Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                         Title                          Date

/s/ Richard Lueck                 Chief Executive Officer,
------------------                Treasurer, Secretary, and
Richard Lueck                     Director                       August 27, 2001

/s/ Daniel Pepe                   President and Chairman
------------------                of the Board
Daniel Pepe                                                      August 27, 2001

/s/Martin Scott                   Chief Financial Officer
------------------
Martin Scott                                                     August 27, 2001