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Geotec Thermal Generators, Inc. Announces the Filing of an 8K SEC Filing, Acquiring, with Options 16 Million Tons of Coal, and a New Corporate Facility.


DELRAY BEACH Delray Beach, resort city (1990 pop. 47,181), Palm Beach co., SE Fla., on the Atlantic coast; settled 1895, inc. 1911. Mostly residential, Delray Beach is also the trade center for a citrus-fruit and vegetable-growing region. , Fla. -- Geotec Thermal Generators, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:GETC GETC General Education and Training Certificate
GETC General Education Training Certificate
GETC General Electric Trunking Card
GETC Georgia Educational Technology Conference (also seen as GaETC) 
), today announced that it has filed the following 8K announcement with the SEC.

Item 1.01 - Entry into a Material Definitive Agreement

On Tuesday March 15, 2005, Geotec Thermal Generators, Inc. ("Geotec" or the "Company") executed a Share Exchange Agreement (the "Agreement") and an Addendum to Share Exchange Agreement (the "Addendum") with Consolidated Resources Group, Inc. ("CRG CRG Centre for Research on Globalisation
CRG Council for Responsible Genetics
CRG Contingency Response Group
CRG Citizens for Responsible Government
CRG Corporate Renaissance Group
CRG Columbia River Gorge
CRG Consulting Resource Group
CRG Columbia Resource Group
"), a Florida corporation that maintains its principal office at 5858 West Atlantic West Atlantic
n.
The westernmost branch of the Niger-Congo language family.
 Avenue, Delray Beach, Florida Delray Beach is a city in Palm Beach County, Florida, USA. As of the 2000 census, the city had a total population of 60,020. As of 2004, the population estimated by the U.S. Census Bureau is 64,150.  and Mr. Joseph Bergman ("Bergman"), President of CRG. Pursuant to the Agreement, Mr. Bergman agreed, as owner and/or proxy holder for other CRG shareholders, to convey and transfer to Geotec, those shares of CRG common stock and CRG preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 (collectively referred to as the "Purchased Shares") representing the majority voting Majority voting

Voting system under which corporate shareholders vote for each director separately. Related: Cumulative voting.


majority voting 
 equity interest in CRG. Accordingly, Geotec is acquiring equity ownership control over CRG. The Agreement contains further provisions for the acquisition of all issued and outstanding equity interests of CRG from remaining CRG shareholders. The Agreement has an effective date of April 1, 2005 and provides that the Purchased Shares shall be delivered to Geotec on June 15, 2005. Copies of the Agreement and Addendum are attached as exhibits hereto here·to  
adv.
To this document, matter, or proposition.


hereto
Adverb

Formal or law to this place, matter, or document

Adv. 1.
.

As consideration for the Purchased Shares, Geotec is tendering ten thousand (10,000) shares of its preferred stock (the "Geotec Preferred Stock") to CRG shareholders. The Geotec Preferred Stock will be distributed on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 basis to Mr. Bergman, those shareholders for which Mr. Bergman serves as a proxy, and all other shareholders of CRG that elect to exchange their equity interest in CRG for Geotec Preferred Stock. The Geotec Preferred Stock will be issued and held in escrow pending the share exchange scheduled for June 15, 2005.

The Geotec Preferred Stock will contain preferences that entitle the holders of the Geotec Preferred Stock to a pro rata interest in 70% of net profits from the Geotec's sale of CRG coal that has been and will be acquired from Lancaster International Corporation, Inc. ("Lancaster"). Remaining net profits (30%) from the sale of CRG coal will be allocated directly to Geotec. CRG presently owns one million (1,000,000) tons of coal located on property known as the Fiat Site at 14221 East Arrow Road, Cuba, Illinois Cuba is a city in Fulton County, Illinois, United States. The population was 1,418 at the 2000 census. Geography
Cuba is located at  (40.493422, -90.193307).
 (the "Fiat Site"). CRG has options to acquire an additional 15 million tons of coal from Lancaster.

The Agreement provides that Mr. Bergman and CRG shall indemnify and hold harmless Geotec for various matters that may arise after execution of the Agreement and which relate to conduct occurring prior to execution of the Agreement. Notwithstanding the indemnity provision, which shall remain in full force and effect, the Addendum provides that Geotec will establish and accumulate a reserve fund in the amount of ten million dollars ($10,000,000) (the "Reserve Fund") for the purpose of paying and satisfying existing liabilities of CRG. The Reserve Fund will be comprised of funds derived from the sale of CRG coal as directed by Geotec. The Reserve Fund will be maintained for a period of two years. Any funds remaining in the Reserve Fund after two years will thereafter be distributed to former shareholders of CRG that hold Geotec Preferred Stock and to Geotec to the extent of its contribution to the Reserve Fund.

As the result of the execution of the Agreement by the parties, Geotec obtains majority voting control over CRG and its ownership rights to one million (1,000,000) tons of coal at the Fiat Site in addition to CRG's options to acquire an additional 15 million (15,000,000) tons of coal from Lancaster. It is anticipated that Geotec will exercise its voting rights Voting rights

The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors.


voting rights

The type of voting and the amount of control held by the owners of a class of stock.
 to cause CRG to acquire the 15 million tons of coal from Lancaster pursuant to the aforementioned options. Accordingly, the effect of the Agreement and the Addendum is to provide Geotec with the ability to control an additional total of 16 million tons of coal and generate revenue to CRG/Geotec from the commercial exploitation of such commodity.

Item. 2.01 - Completion of Acquisition or Disposition of Assets

See disclosure contained in Item 1.01 above.

Item 3.02 - Unregistered Sales of Equity Securities

As previously described, Geotec is issuing ten thousand (10,000) shares of its restricted Preferred Stock in exchange for the Purchased Shares. Mr. Bergman and those individuals and entities for which he is acting as a proxy, as well as other shareholders of CRG, are sophisticated investors who have access to financial and related information of Geotec and agreed to acquire the Geotec Preferred Stock for investment purposes. Accordingly, the offer and sale of the Shares have occurred and will occur in transactions exempt from registration under Section 4(2) of the Securities Act of 1933 and Section 517.061(9) of the Florida Statutes The Florida Statutes are the codified, statutory laws of the state of Florida. The laws are approved by the Florida Legislature, and signed into law by the Governor of Florida. .

Entry into a Material Definitive Agreement

Geotec has entered into a Commercial Lease Agreement (Triple Net) dated as of March 9, 2005 for approximately 1,550 square feet of office premises located 110 East Atlantic Avenue The following streets in the United States are named Atlantic Avenue:
  • Atlantic Avenue (Boston) in Massachusetts
  • Atlantic Avenue (New York City) in Brooklyn and Queens, New York
  • Atlantic Avenue (Atlantic City) in New Jersey, used in the Monopoly game
, Suite 200, Delray Beach, Florida. Rental payments are $3,812.24 per month. The term of the lease is for a 12-month period commencing April 1, 2005, which includes two 36-month options to renew the lease term with annual increases of rent of 5%.
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Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Mar 24, 2005
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