ELECTRICAL GENERATION TECHNOLOGY CORP, 10SB12G, 1999-11-17

ELECTRICAL GENERATION TECHNOLOGY CORP
10SB12G, 1999-11-17

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

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS

Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
---------

ELECTRICAL GENERATION TECHNOLOGY CORPORATION
(Name of the Small Business Issuer in its charter)

Utah 75-2184926
(State of incorporation) (Employer Identification No.)

806 S. St Paul, Dallas, Texas 75206
(Address of principal offices) (Zip Code)

Issuer's telephone number, (214) 742-1167

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:
Name of Each Exchange On
Title of Each Class Which Securities to be
Registered

Common Stock Over-the-Counter
Par Value $0.001

<PAGE>

PART I

Item 1. Description of Business

General
Electrical Generation Technology Corporation (the "Company"), a Utah
corporation, was incorporated under the name of Park Avenue, Inc. on August 3,
1983. The Company changed the name to Electrical Generation Technology
Corporation on June 6, 1994. The company engaged in operations as an engineering
company for electrical instrumentation and utility construction projects. EGT' s
past customers have been federal, state and municipal governments. The scope of
projects completed has ranged from waste water treatment plants, sludge plants,
and power generation plants to various military applications of electrical
installations. The company has had no new contracts in the last four years.

EGT has designed and patented the Hydrogen Ignition Power Plant, a
solar powered system which produces large quantities of electrical power while
reducing the CO 2 , emissions normally found in coal-fired electrical plants,
resulting in a cleaner environment. EGT' s work in electronics and logic control
systems led to new developments in the technology now known as optoelectronics -
the marriage of light and electricity. The marketing of this technology has not
begun.

Today EGT maintains this patent and continues work on additional
designs and patents related to the Hydrogen Ignition Power Plant. Additionally,
EGT has directed its focus towards mergers and acquisitions of suitable
companies which demonstrate long term profitability and a seasoned management
team. Through consolidation and expansion of these companies EGT intends to
maximize net profits providing for a higher rate of return to stockholders.

Following are descriptions of the current acquisitions contemplated by
Letters Of Intent (attached as Exhibits to this filing):

Manage America Mortgage Services, L. L. C. will design, construct and
service a communication infrastructure, linking computer hardware and software.
The initial function of this network will be to facilitate the processing and
funding of mortgage loans by a network of associate loan officers located
throughout the county as well as direct loans made to borrowers via the
internet. Manage America's interactive virtual banker / personal banker
structure will insure uniqueness and personalized service not currently
available in today's market place of so called interactive banking.

Once this network is in place expansion will come via acquisitions of
existing Mortgage Brokerage operations whom would benefit by this technology and
consolidation. Manage America is currently discussing such mergers with several
Mortgage Brokerage firms who each have as many as 300 associate loan officers in
place. Manage America has not interred into an acquisition agreement with any of
these firms at this time in that Manage America believes it is important to get
the infrastructure in place first.

<PAGE>

Once Manage America has successfully began its acquisition phase it
will move from a Mortgage Brokerage firm to a Mortgage Banking Firm. This will
allow Manage America to move into the wholesale lending arena as well as acquire
existing portfolios from smaller wholesale houses including those who may be
distressed.

Manage America will develop specialized products which will be
innovative in its market. One such product will be a one time close,
construction / mortgage loan for A borrowers as well as credit challenged
borrowers. This product will emphasize service, not interest rate. The
construction phase of the loan will carry an interest rate in today's market of
twelve and one half percent to eighteen percent depending the borrowers and the
builders credit. The mortgage phase would be set a market rate depending on the
credit of the borrower. This process offers Manage America a substantial margin
on the construction phase. There are currently several lenders in Manage
America's market area engaged in the practice of providing builders with
construction loans under these same terms. None of these lenders have warped a
mortgage loan into their product. In fact construction lenders would benefit
from a relationship with Manage America in that a one time close guaranties them
of being taken out of the construction loan at completion.

Manage America's final step will be the acquisition of state and
federal banking operations. Once these acquisitions are complete the Mortgage
banking operations would be rolled up into the banking operations. Manage
America would then create a full service online banking operation. Manage
America believe online banking services as well as online mortgage lending is
the bases for a profitable financial institution of the future. We believe
strategic alliances with large internet related companies can provide rapid yet
controlled growth.

NO FLAME, L. L. C.
- ------------------

No Flame currently provides a business opportunity for applicators and
distributors of a patented flame retardant.

Last year, more than 9,000 people perished in home fires. And untold
numbers of family albums, heirlooms, original art, valuable records and
cherished pets were lost. Regrettably, every one of those fires could have been
prevented with No Flame, a patented colorless, odorless, non-toxic,
non-carcinogenic, non-allergenic, skin-safe liquid that flame-proofs any porous
surface to which it is applied. That means vulnerable areas of a home, such as
floors, ceilings, joists, framing-studs, and roofs can be sprayed with No Flame
during construction. In fact, anything treated with No Flame will not catch
fire.

How does No Flame work? By combining with combustible gases and tars,
No Flame converts them to harmless carbon char, nitrogen and carbon dioxide,
thus depriving the fire of fuel. No Flame has passed rigorous laboratory test on
a wide array of fabrics, textiles and other surfaces, conducted by nationally
recognized independent United States laboratories. In short No Flame saves lives
and property like nothing else in the history of fire prevention. Whereas, the
use of fire retardants is not a new concept, the biggest surprise of all is how
economical No Flame is to use.

<PAGE>

Several municipalities now require the use of a product such as No
Flame in new construction. It is anticipated that within the next five years all
municipalities may require the use a products such as No Flame. In some states
the State Board of Insurance have adopted discount policies for homes sprayed
with flame retardants. It is believed that all states will soon offer such
discounts.

No Flame will recruit nationally and internationally through an
aggressive advertising campaign distributors/applicators for their product.
Interested candidates after purchasing a preliminary information package will
then purchase a complete business opportunity package. Candidates can then make
application to become a distributor/applicator in a restricted market area. Fees
for distributor ships are based on market area.

FUTURE ACQUISITIONS:

In keeping with EGT's focus towards mergers and acquisitions EGT is
currently working within several industries where EGT is interested in acquiring
a presence.

EGT is currently engaged in acquisition discussions with a company who
has been in the industrial tire re-manufacturing and dismantling business. For
more than 20 years this company has perfected this process and developed a
prestigious client list. This company is a natural integration with EGT's
patented Hydrogen Ignition Power Plant. The merger of these two processes offers
the opportunity for several new patents as well as nationwide expansion through
company or franchised operations.

EGT is also engaged in acquisition discussions with several companies
in the food service industries. All of these companies operate multiple units.
All are in excess of twenty years old. Annual sales for each of these operations
range from $10,000,000.00 to $20,000,000.00 annually.

Employees

The Company has no paid employees at present although the officers
serve without remuneration.

Item 2. Management's Discussion and Analysis or Plan of Operation

The Company's plan of mergers and acquisitions with companies which
demonstrate long term profitability and seasoned management will satisfy its
cash requirements. Mergers will be effected through stock exchanges. Although
the company may raise capital through the sale of stock in the future it is not
believed to be necessary to sustain operations.

<PAGE>

The company will employee key management and accounting personal in the
future. Employee growth will occur as mergers and acquisitions occur. The
company intends to maintain a zero net effect to employee cost by consolidating
duplicate functions with merged or acquired companies.

Item 3. Properties

The Company presently maintains its executive offices at 806 S. St Paul
Street, Dallas, Texas 75206. Mr. Tindell is donating office space to the Company
without charge. The Company plans to lease its own office space once it
completes the acquisitions outlined in this filing.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the amount and nature of beneficial
ownership of each of the executive officers and directors of the Company and
each person known to be a beneficial owner of more than five percent of the
issued and outstanding shares of the Company as of October 31, 1999. The table
sets forth the information based on 8,082,670 common shares issued and
outstanding as of October 31, 1999.

Amount and
Name of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership Class
- --------------------------------------------------------------------------------
Common James Roach 511,667 6.33%
801 S. St Paul Street
Dallas, Texas 75206

Common Elbert Tindell 1,619,727 20.04%
806 S. St Paul Street
Dallas, Texas 75206

Common Elbert & Nancy Tindell 1,576,659 19.51%
801 S. St Paul Street
Dallas, Texas 75206
- --------------------------------------------------------------------------------

Common All Directors and
Officers as a Group 3,708,053 45.88%

None of the foregoing have any right to acquire other or additional
shares of the Company. There is no existing arrangement which may result in a
change in control of the Company. However, if an active business is found with
which to enter into some form of corporate reorganization, a change in control
of the Company will be contemplated as part of such reorganization.

<PAGE>

Item 5. Directors and Executive Officers of Registrant.

The following table lists the names and ages of the executive officers,
directors and key consultants of the Company. The directors will continue to
serve until the next annual shareholders meeting, scheduled for May, 2000, or
until their successors are elected and qualified.
All officers serve at the discretion of the Board of Directors.

Name Age Position Held Since
---- --- -------- ----------
Elbert G. Tindell 52 Chief Executive Officer May 1999
801 S. St Paul Street Director
Dallas, Texas 75206

Jeffrey B. Tindell 24 President, Secretary & May 1999
806 S. St Paul Street Treasurer
Dallas, Texas 75206

Elbert G. Tindell: President. Mr. Tindell has over twenty five years
experience in national and international business affairs. From 1987 to 1995,
Mr. Tindell spent approximately twenty five percent of his time in Central
America. During the past three years he has lived in Europe and Asia where his
main focus has been on positioning EGT to take advantage of opportunities to bid
for both urban and rural infrastructure construction projects in Thailand. EGT
has believes they have developed an impressive circle of successful business and
government contacts in Thailand and throughout Asia.

Jeffrey B. Tindell: President, Secretary and Treasurer. Mr. Tindell is
head of the corporate offices in Dallas and has maintained the stability of the
company while reorganizing the corporation. He has some experience in
reorganizing companies on a consulting basis.

To the knowledge of the Company, no present or former director,
executive officer or person nominated to become a director or executive of the
Company has ever:

1) Filed a bankruptcy petition by or against any business of which such
person was a general partner or executive officer wither at the time of the
bankruptcy or with two years prior to that time;

2) Had any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

<PAGE>

3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and

4) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed suspended or vacated.

Item 6. Executive Compensation

The Company currently is not now paying, and has not during the past
three years, paid any compensation to officers, directors or executives. It does
not have any pension, profit-sharing, stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.

Item 7. Certain Relationships and Related Transactions

The only transactions between the Company and any officers, directors
or holders of more than five percent of any class of outstanding securities of
the issuer involve the issuance of common shares as compensation for services.

On January 5, 1998 the Board of Directors approved the issuance of
1,396,064 common shares to its officers and directors in exchange for services
valued by the company at $69,803 or $0.05 per share.

Item 8. Description of Registrant's Securities to be Registered

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock,
par value of $0.001, of which 8,082,670 shares are issued and outstanding as of
September 30, 1999. Holders of Common Stock are entitled to dividends when, as
and if declared by the Board of Directors out of funds available therefor,
subject to any priority as to dividends for Preferred Stock that may be
outstanding. Holders of Common Stock are entitled to cast one vote for each
share held at all stockholder meetings for all purposes, including the election
of directors. The holders of more than 50% of the Common Stock issued and
outstanding and entitled to vote, present in person or by proxy, constitute a
quorum at all meetings of stockholders. The vote of the holders of a majority of
Common Stock present at such a meeting will decide any question brought before
such meeting, except for certain actions such as amendments to the Company's
Certificate of Incorporation, mergers or dissolutions which require the vote of
the holders of a majority of the outstanding Common Stock. Upon liquidation or
dissolution, the holder of each outstanding share of Common Stock will be
entitled to share equally in the assets of the Company legally available for
distribution to such stockholder after payment of all liabilities and after
distributions to preferred stockholders legally entitled to such distributions.
Holders of Common Stock do not have any preemptive, subscription or redemption
rights.

<PAGE>

They are entitled to cumulative voting rights under the California Corporations
Code. Under cumulative voting, minority shareholders may have the right to vote
one or more members onto the Company's Board of Directors. All outstanding
shares of Common Stock are fully paid and nonassessable. The holders of the
Common Stock do not have any registration rights with respect to the stock.

Preferred Stock

The Company is authorized to issue 20,000,000 shares of Preferred
Stock, par value $1.00, and such rights, preferences and privileges as are
determined by the Company's Board of Directors. No Preferred Stock is
outstanding.

Transfer Agent and Registrar

The transfer agent for the Company's Shares is Interstate Transfer
Company located at 874 East 5900 South, Suite 101, Salt Lake City, Utah 84107,
telephone (801) 281-9750.

Reports to Stockholders

The Company will furnish to holders of record its common stock annual
reports which will contain financial statements examined and reported upon by an
independent certified public accountant, and quarterly reports with unaudited
financial statements.

<PAGE>

Table of Contents

Page

Independent Accountant's Report 1

Balance Sheets 2

Statement of Operations 3

Statement of Stockholders' Equity and Accumulated Deficit 4

Statement of Cash Flows 5

Notes to Financial Statements 6-7

<PAGE>

Charles E. Smith

Certified Public Accountant
709-B West Rusk, Suite 580
Rockwall, Texas 75087
(214) 212-2307

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders
of Electrical Generation Technology Corporation

We have audited the accompanying balance sheets of Electrical
Generation Technology Corporation as of September 30, 1999, December 31, 1998
and 1997, and the related statements of operations, stockholders' equity and
accumulated deficit, and cash flows for the nine months ended September 30, 1999
and for the years ended December 31, 1998 and 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Electrical
Generation Technology Corporation as of September 30, 1999 and December 31, 1998
and 1997, and the results of operations and its cash flows for the nine months
ended September 30, 1999 and the years ended December 31, 1998 and 1997 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As described in Note D to the
financial statements the Company is a start up enterprise and presently does not
have capital resources which raises doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustment that might arise from the outcome of this uncertainty.

Charles E. Smith
Rockwall, Texas
November 12, 1999

<PAGE>

<TABLE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

BALANCE SHEETS
September 30, 1999 and December 31, 1998 and 1997

ASSETS
------

Sept 30, 1999 Dec 31, 1998 Dec 31, 1997
------------- ------------ ------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ -0- $ -0- $ -0-

OTHER ASSETS
Organization costs - net 14 56 113
------------- ------------ ------------

TOTAL ASSETS $ 14 $ 56 $ 113
============= ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

LIABILITIES
Accounts payable - related party 8,984 8,484 7,984
Advances from shareholders 228,831 228,831 228,831
------------- ------------ ------------
Total Current Liabilities 237,815 237,315 236,815

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value 8,083 8,083 6,687
Additional paid-in-capital 143,866 143,866 75,459
Accumulated Deficit (389,750) (389,208) (318,848)
------------- ------------ ------------
Total Stockholders' Equity (237,801) (237,259) (236,702)
------------- ------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 14 56 113
============= ============ ============

</TABLE>

See accompanying notes
2

<PAGE>

<TABLE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

STATEMENT OF OPERATTIONS
Nine months ended September 30, 1999, and
Years ended December 31, 1998 and 1997

Nine months Year ended Year ended
Sept 30, 1999 Dec 31, 1998 Dec 31, 1997
------------- ------------- -------------
<S> <C> <C> <C>
REVENUE: $ -0- $ -0- $ -0-

OPERATING EXPENSE:
Amortization 43 57 57
Services - related party 69,803
General & administrative 500 500 500
------------- ------------- -------------
Total Operating Expense 543 70,360 557
------------- ------------- -------------

NET LOSS $ ( 543) $ ( 70,360) $ ( 557)
============= ============= =============

Weighted average shares outstanding 8,082,670 8,063,546 6,686,606
============= ============= =============

LOSS PER SHARE ($0.00) $ (0.01) $ (0.01)
============= ============= =============

</TABLE>

See accompanying notes
3

<PAGE>

<TABLE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Nine months ended September 30, 1999, and
Years ended December 31, 1998 and 1997

Common Paid In Accumulated
Shares Amount Capital Deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance,
December 31, 1996 6,686,606 6,687 75,459 (318,291) (236,145)

Net Loss (557) (557)
----------- ----------- ----------- ----------- -----------
Balance
December 31, 1997 6,686,606 $ 6,687 $ 75,459 ($ 318,848) ($ 236,702)
=========== =========== =========== =========== ===========

Shares issued for services
January 5, 1998 1,396,064 1,396 68,407 69,803

Net Loss (70,360) (70,360)

----------- ----------- ----------- ----------- -----------
Balance
December 31, 1998 $ 8,082,670 $ 8,083 $ 143,866 ($ 389,208) ($ 237,259)
=========== =========== =========== =========== ===========

Net Loss (543) (543)

Rounding 1

----------- ----------- ----------- ----------- -----------
Balance
September 30, 1999 $ 8,082,670 $ 8,083 $ 143,866 ($ 389,751) ($ 237,801)
=========== =========== =========== =========== ===========

</TABLE>

See accompanying notes
4

<PAGE>

<TABLE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

STATEMENT OF CASH FLOWS
Nine months ended September 30, 1999, and
Years ended December 31, 1998 and 1997

Nine months Year ended Year ended
Sept 30, 1999 Dec 31, 1998 Dec 31, 1997
------------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (543) (70,360) (557)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Amortization 43 57 57
Advances from shareholder 500 500 500
Stock issued for services 69,803
------------- ------------ ------------
NET CASH (USED) BY OPERATING ACTIVITIES: 0 0 0

CASH FLOWS FROM INVESTING ACTIVITIES: -0- -0- -0-

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -0- -0- -0-
------------- ------------ ------------

NET INCREASE IN CASH 0 0 0

CASH, BEGINNING OF PERIOD -0- -0- -0-
------------- ------------ ------------

CASH, END OF PERIOD $ -0- $ -0- $ -0-
============= ============ ============

</TABLE>

See accompanying notes
5

<PAGE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

NOTES TO FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1988 and 1997

Note A - Nature of Business and Summary of Significant Accounting Policies:
- --------------------------------------------------------------------------------

History:
- --------
The Company was organized under the laws of the State of Utah on August 3, 1983
under the name of Park Avenue, Inc. and on June 6, 1994 changed its name to
Electrical Generation Technology Corporation. The Company has been dormant for
the last three years but has signed two letters of intent to purchase assets of
a mortgage brokerage business and the assets of company with a fire retardant
product.

Basis of Accounting:
- --------------------
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.

Revenue Recognition:
- --------------------
Revenue is recognized when work is performed and amount invoiced.

Cash and Cash Equivalents:
- --------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.

Loss per Common Share:
- ----------------------
Loss applicable to common share is based on the weighted average number of
shares of common stock outstanding during the year.

Accounting Estimates:
- ---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Income Tax:
- -----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (ATM) system. The Company uses an
asset and liability approach for the accounting and financial reporting of
income tax. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.

<PAGE>

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

NOTES TO FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1988 and 1997

Note B - Stockholders' Equity:
- ------------------------------

Common Stock:
- -------------
The Company is authorized to issue 50,000,000 common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At September
30, 1999, December 31, 1998 and December 31, 1987 there were 8,082,670,
8,082,670 and 6,686,606 shares outstanding respectively.

The Company has not paid a dividend to its shareholders.

Preferred Stock:
- ----------------
The Company is authorized to issue 20,000,000 preferred shares of stock at a par
value of $1.00. No preferred stock is outstanding.

Note C - Income Taxes:
- ----------------------

The Company had a net operating losses totaling of $71,460 for the periods
presented. No deferred tax asset has been recognized for the operating loss as
any valuation allowance would reduce the benefit to zero.

Note D - Going Concern:
- -----------------------

The Company has minimal capital resources available to meet obligations expected
to be incurred given that it is a start up enterprise. Accordingly, the
Company's continued existence is dependent upon the successful operation of the
Company's plan of operations, selling common stock in the Company, or obtaining
financing. Unless these conditions among others are met, the Company may be
unable to continue as a going concern.

<PAGE>

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholders Matters.

The Company is organized under the laws of Utah, and its common stock
has been traded on the OTC Bulletin Board under the symbol of EGTC. No dividends
on the Company's common stock have been declared or paid since the Company's
inception and none are anticipated in the near future, since retained earnings
in the foreseeable future are expected to be reinvested by the Company into the
expansion of its marketing programs and the development of new products.

The Company had approximately 200 shareholders as of September 30, 1999

Calendar Quarter Ending High Low
----------------------- ---- ----
December 31, 1997 0.15 0.01
March 31, 1998 0.15 0.01
June 30, 1998 0.15 0.01
September 30, 1998 0.15 0.01
December 31, 1998 0.15 0.01
March 31, 1999 0.15 0.01
June 30, 1999 0.15 0.01
September 30, 1999 0.15 0.01

The above chart reflects the trading range during each quarter.

Item 2. Legal Proceedings

At the time of this filing, the company is involved in no legal
proceedings.

Item 3. Changes in and Disagreements with Accountants.

The Company has not had any disagreements with its accountants
regarding accounting and financial disclosure. The Company has utilized Charles
E. Smith, independent Certified Public Accountant, since 1996 to conduct the
audits of the entity. The Company intends to use Charles E. Smith, Certified
Public Accountant, as its independent accounting firm in the foreseeable future.

Item 4. Recent Sales of Unregistered Securities

Since January of 1997 the Company has engaged in the following sales of
unregistered securities.

a. In January of 1998 1,396,064 common shares were issued to its
officers and directors at a valuation of five cents ($.05) per share in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933 (the "Act"). No underwriter was involved in the transactions and no
commissions or selling commissions were paid.

<PAGE>

Item 5. Indemnification of Directors and Officers

Under the laws of Utah and the Company's Articles of Incorporation, the
Company's directors will have no personal liability to the Company or its
stockholders for monetary damages incurred as the result of the breach or
alleged breach by a director of his duty of care. This provision does not apply
to the directors (i) breach of their duty of loyalty, (ii) acts or omissions not
in good faith or involving intentional violations of law, (iii) illegal payment
of dividends, stock repurchases, or stock redemption, and (iv) approval of any
transaction from which a director derives an improper personal benefit.
Directors may be responsible to the Company's shareholders for damages suffered
by the Company or its shareholders as a result of a breach of their fiduciary
duty.

In so far as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted for directors, officers or
person controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange Commission
each indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

<PAGE>

PART III

The following documents are filed as part of this report:

Exhibits

EX-3. (i) Articles of Incorporation

EX-3. (ii) By-laws

EX-3. (iii) Articles of Amendment

EX-10.(i) Letter of Intent with Manage America Mortgage Services, L.L.C.

EX-10.(ii) Letter of Intent with Np Flame, L.L.C.

SIGNATURES

Pursuant to the requirements of Section 12(g) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on November 15, 1999.

ELECTRICAL GENERATION TECHNOLOGY CORPORATION

By: /s/ Jeffrey B. Tindell
----------------------------------------
Mr. Jeffrey B. Tindell, President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on November 15, 1999.

STATE OF UTAH
EXECUTIVE [SYBOL OMITTED] DEPARTMENT

OFFICE OF THE LIEUTENANT GOVERNOR

CERTIFICATE OF INCORPORATION

PARK AVENUE, INC.

I, DAVID S MONSON, LIEUTENANT GOVERNOR OF THE STATE OF UTAH, HEREBY CERTIFY
THAT DUPLICATE ORIGINALS OF ARTICLES OF INCORPORATION FOR THE INCORPORATION OF

PARK AVENUE, INC.

DULY SIGNED AND VERIFIED PURSUANT TO THE PROVISION OF THE UTAH BUSINESS
CORPORATION ACT, HAVE BEEN RECEIVED IN MY OFFICE AND ARE FOUND TO CONFORM TO
LAW.

ACCORDINGLY, BY VIRTUE OF THE AUTHORITY VESTED IN ME BY LAW, I HEREBY ISSUE
THIS CERTIFICATE OF INCORPORATION OF

PARK AVENUE, INC.

AND ATTACH HERETO A DUPLICATE ORIGINAL OF THE ARTICLES OF INCORPORATION 105063.

SEAL OF THE STATE OF UTAH
1896 [SYMBOL OMITTED]

IN TESTIMONY WHEREOF, I have hereunto set my band and affixed the
Great Seal of the State of Utah, at Salt Lake City, this 03 day
of AUGUST, 1983

/s/ David S. Monson
---------------
LIEUTENANT GOVERNOR

<PAGE>

ARTICLES OF INCORPORATION [FILE STAMPED
OF AUGUST 3, 1983]
PARK AVENUE, INC.

We, the undersigned natural persons of the age of 21 years or more acting
as incorporators of a corporation under the Utah Business Corporation Act, adopt
the following Articles of Incorporation for such a corporation.

ARTICLE I

The name of the corporation hereby formed shall be Park Avenue, Inc.

ARTICLE II

The period of its duration shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized are to engage in
primarily any acquisition of, implementing, and otherwise utilizing computer
systems, software and equipment. To engage in any business, investment or other
pursuit or activity, whether retail or wholesale, whether commercial or
industrial; and to perform any and all other lawful acts or purposes as are or
may be granted to corporate entities under the laws of the State of Utah and by
any other state or foreign country. The corporation may conduct its business
anywhere within the States of the United States or in any foreign country,
without in any way limiting the foregoing powers. It is hereby provided that the
corporation shall have the power to do any and all acts and things that may be
reasonable necessary or appropriate to accomplish any of the foregoing purposes
for which the corporation is formed.

ARTICLE IV

The aggregate number of shares which the corporation shall have the
authority to issue is 50,000,000 shares of common stock at par value of $.001
per share, or a total capitalization of $50,000.00.

<PAGE>

There shall be no cumulative voting, and all pre-emptive rights are denied.
Each share shall entitle the holder thereof to one vote at all meetings of the
stockholders.
Stockholders shall not be liable to the corporation or its creditors for
any debts or obligations of the corporation.

ARTICLE V

The corporation shall not commence business until at least $1,000.00 has
been received by it as consideration for the issuance of shares.

ARTICLE VI

The principal place of business and the principal office of the corporation
shall be in Salt Lake County, State of Utah. Branch offices or other places of
business may be established elsewhere in the State of Utah or without the State
of Utah and in the United States or without the United States as the Board of
Directors may ditermine.

ARTICLE VII

Provisions for the regulations of the internal affairs of the corporation
will be contained in By-laws appropriately by the Board of Directors in
accordance with Section 16-10-25 of the Utah Code Annotated (1953), as amended.

ARTICLE VIII

The address of the initial registered office of the corporation is Salt
Lake City, Utah 84101, and the name of its inital registered agent is Janis
Patterson, 62 West 400 South, Salt Lake City, Utah 84101

<PAGE>

ARTICLE IX

The number of directors shall be not less than three nor more than nine,
and the directors constituting the initial Board shall be three, and the name
and addresses of the persons who are to serve as directors until the first
annual meeting of the shareholders or until their successors are elected and
shall qualify are:

J. Rockwell Smith 253 Ontario Ave
Park City, Utah 84060,

Donald E. Griffin 2116 Twilight Court
Park City, Utah, 84060

James Ruzicka III 1800 Lucky John Drive
Park City, Utah 84060

ARTICLE X

The name and address of each incorporator is:

J. Rockwell Smith 253 Ontario Ave
Park City, Utah 84060,

Donald E. Griffin 2116 Twilight Court
Park City, Utah, 84060

James Ruzicka 1800 Lucky John Drive
Park City, Utah 84060

<PAGE>

/s/ J. Rockwell Smith
-----------------

/s/ Donald E. Griffin
-----------------

/s/ James Ruzicka
-------------

INCORPORATORS

STATE OF UTAH )
)
COUNTY OF SALT LAKE)

On August 1, 1983, personally appeared before me, J. Rockwell Smith, Donald
E. Griffin, and James Ruzicka III who being duly sworn by me first, declared
that they had read the foregoing Articles of Incorporation, that they had signed
the foregoing document as an incorporator and that the statements contained
therein are true

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day of
August, 1983

/s/ illegible
---------

NOTARY PUBLIC

Residing in Salt Lake County,

Utah

My Commission Expires:

4-1-85
- ------

BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATlON OF
PARK AVENUE, INC.

ARTICLE I

Offices

Section 1. PRlNClPAL OFFlCE. The principal Office for the transaction of the
business of the corporation is hereby fixed and located at 1O W. Broadway, Suite
510, Salt Lake City, Utah 84101 being the office of Park Avenue, Inc. The board
of directors is hereby granted full power and authority to change said principal
office from one location to another,

Section 2. 0THER OFFICES. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the
corporation is qualified to do business.

ARTICLE 11
Meetings of Shareholders

Section 1. HEETING PLACE. All annual meetings of shareholders and all other
meetings of shareholders shall be held either at the principal office or at any
other place within or without the State of Utah which may be designated either
by the board of directors, pursuant to authority hereinafter granted to said
board, or by the written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary of the
corporation.

Section 2 ANNUAL MEETINGS. The annual meetings of shareholders shall be held on
the 2nd Wednesday of January each Year, at the hour of 2:00 oclock p.m. of said
day commencing with the year 1991, provided, however, that should said day fall
upon a legal holiday then any such annual meeting of shareholders shall be held
at the same time and place on the next day thereafter ensuing which is not a
legal holiday.

Written notice of each annual meeting signed by the president or a vice
president, or the secretary, or an assistant secretary. or by such other person
or persons as the directors shall designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, Addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the Corporation for
the purpose of notice. If a shareholder give no address, notice shall be deemed
to have been given to him, if sent by mail or other means of written
communication addressed to the place where the principal office of the
corporation is situated,

<PAGE>

or if published at least once in some newspaper of general circulation in the
country in which said office is located. All such notices shall be sent to each
shareholder entitled thereto not less than ten (10) nor more than sixty (60)
days before each annual meeting, and shall specify the place, the day and the
hour of such meeting, and shall also state the purpose or purposes for which the
meeting is called.

Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the president or by
the board of directors, or by one or more shareholder holding not less than 10%
of the voting power of the corporation. Except in special cases whre other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders. Notices of any
special meeting shall specify in addition to the place, day and hour of such
meeting, the purpose or purposes for which the meeting is called.

Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholder's meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum, no other business may be transacted at any such meeting.

When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.

Section 5. VOTING. At all annual and special meetings of stockholders entitled
to vote thereat, every holder of stock issued to a bona fide purchaser of the
same, represented by the holders thereof, either in person or by proxy in
writing, shall have one vote for each share of stock so held and represented at
such meetings, unless the Articles of Incorporation of the company shall
otherwise provide, in which event the voting rights, powers and privileges
prescribed in the said Articles of Incorporation shall prevail. voting for
directors and, upon demand of any stockholder, upon any question at any meeting
shall be by ballet.

<PAGE>

Section 7. QUORUM. The presence in person or by proxy of the holder of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

Section 8. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though ad at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy, sign a written Waiver of ANotice, r a consent to the holding of such
meeting, or an aproval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of this meeting.

Section 9. PROXIES. Every person entitled to vote or execute consents shall have
the right to do so either in person or by an agent or agents authorized by a
written proxy in person or by an agent or agents authorized by a written proxy,
executed by such person or his duly authorized agent and filed with the
secretary of the corporations: provided that no such proxy shall be valid after
the expiration of eleven (11) months from the date of its execution, unless the
shareholder executing it specifies therein the length of time for which such
proxy is to continue in force, which in no case shall exceed seven (7) years
from the date of its execution.

ARTICLE III

Section 1. POWERS. Subject to the limitations of the Articles of Incorporation
or the By-Laws, and the provisions of the Nevada Statues as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the By-Laws, all corporate powers shall be execrcised
by or under the authority of, and the business and affairs of the cororation
shall be controlled by the board of directors. Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared
that the directors shall have the following powers to wit:

First - To select and remove all the other officers, agents and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the By-Laws, fix
their compensation, and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefore not inconsistent
with law, with the Articles of Incorporation or the By-Laws, as they may deem
best.

<PAGE>

Third - To change the principal office for the transaction of the business
of the corporation from one location to another within the same county as
provided in Article I, Section 1, hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the state of
Utah, as provided in Article I, Section 2, hereof; to designate any place within
or without the State of Utah for the holding of any shareholders; meeting or
meetings; and to adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,provided
such seal and such certificates shall at all times comply with the provisions of
law.

Fourth - To authorize the issue of shares of stock of the corporation from
time to time, upon such terms as may be lwful, in consideraton of money paid,
labor done or services actually rendered, debts or securities cancelled, or
tangible or in tangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.

Fifth - to borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages,pledges, hypothecations or other evidences of debt and securities
therefore.

Sixth - To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the corporation, except the power
to declare dividends and to adopt, [illegible] By-Laws. The executive committee
shall be composed of one or more directors.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the corporation shall be not less than one and no more than
fifteen.

Section 3. ELECTION AN TERM OF OFFICE. The directors shall be elected at each
annual meeting of shareholders, but if any such annual meeting is not held, or
the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders. All directors shall hold office until their
respective successors are elected.

Section 4. VACANCIES. Vacancies in the board of directors may be filled by a
mojority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the shareholders.

<PAGE>

A vacancy or vacancies in the board of directors shall be deemend to exist in
case of th death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at which any director or directors are elected
to elect the full authorized number of directors to be voted for at that
meeting.

The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accept the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.

Section 5. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at a place within or without the State of Utah which has been
designated from time to time by resolution of the board or by written consent of
all members of the board. In the absence of such designation regular meeting
shall be held at the principal office of the corporation. Special meetings of
the board may be held either at a place so designated, or at the principal
office.

Section 6. ORGANIZATION MEETING. Immediately following each annual meeting
of shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call on the 1st Monday of each month at the hour
of 9:00 o'clock a.m. of said day: provided, however, should said day fall upon a
legal holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the board of directors is hereby dispensed with.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes shall be called at any time by the president, or, if
he is absent or unable or refuses to act, by any vice president or by any two
directors. Written notice of the time and place of special meeting shall be
delivered personally to the directors or sent to each director by mail or other
form of written communication, charges prepaid, addressed to him at his address
as it is shown upon the records or is not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case such notice is
mailed or telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company n the place in which the principal office of
the corporation is located at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery as above
provided shall be due, legal and personal notice to such director.

<PAGE>

Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors, if the time and
place be fixed at the meeting adjourned.

Section 10. ENTRY OF NOTICE. Whenever any director has been absent from
any special meeting of the board of directors, an entry in the minutes to the
effect that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such special meeting was given to such director, as
required by law and the by-laws of the corporation.

Section 11. WAIVER OF NOTICE. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had a meeting duly held after regular call and notice, if a quorum be
present, and if, either, before or after the meeting, each of the directors not
present sign a written waiver of notice or a consent ot holding such meeting or
an aproval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the meeing.

Section 12. QUORUM. A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the board of directors, unless a
greater number be required by law or by the Articles of Incorporation.

Section 13. ADJOURNMENT. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a jmajority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.

Section 14. FEES AND COMPENSATION. Director shall not receive any stated
salary for their services as directors, but by resolution of the board, a fixed
fee, with or without expenses of attendance may be allowed for attendance at
each meeting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefore.

ARTICLE IV

Officers

Sectioin 1. OFFICERS. The officers of the corporation shall be a president,
a secretary, and a treasurer. The corporation may also have, at the discretion
of the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurere, and such
other

<PAGE>

officers as may be appointed in accordance with the provisions of Section 3 of
this Article. Officers other than president and chairman of the board need not
be directors. Any person may hold two or more offices.

Section 2. ELECTION. The officers of the corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this article, shall be chosen annually by the board of directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected an qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint such
other officers as the business of the corporation may require, eachof whom
shallhold office for such period, have such authority and perfor such duties as
are provided in the by-laws or as the board of directors may from time to time
determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the board.

Any officer may resign at any time by giving writtennotice tothe board of
directors or tothe president, or to the secretary of the corporation. Any such
resignation shall take effect a the date of the receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptancy of such resignation shall not be necessary tomake it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or anyother cause shall be filled in the manner
prescribed in the by-laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there shall be
such an officer, shall, if present, preside at all meetings of the board of
directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
by-laws.

Section 7. PRESIDENT. Subject tosuch supervisory powers, if any, as may be given
by the board of directors to the chairmanof the board, if there be such an
officer, the president shall be the chief executive officer of the corporation
and shall, subject to the control of the board of directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the chairman of the board, of it there be none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
committees, including powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers and
duties as may be prescribed by the board of directors or the by-laws.

<PAGE>

Section 8. VICE PRESIDENT. In the absence or disability of the president, the
vice president in order of their rank as fixed by the board of directors, or if
not ranked, the vice resident designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or the by-laws.

Section 9. SECRETARY. The secretary shall keep, or cause to be kept, a
book of minutes at the principal office or such other place as the board of
directors may order, of all meetings of directors and shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings
and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal office a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of
the shareholders and of the board of directors required by the by-laws or by law
to be given, and he shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or the by-laws.

Section 10. TREASURER. the treasurer shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the properties and
buisiness assets, liabilities, receipts, disbursement, gains, losses, capital,
surplus, paid-in surplus and surplus arising from a reduction of stated capital,
shall be classified according to source and shown in a separate account. The
books of account shall at all times be open to inspection by any director.

The treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositaries as may be disignated by the
board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by tht board of directors or
the by-laws.

<PAGE>

ARTICLE V

Miscellaneous

Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The board of directors may
fix a time, in the future, not exceeding fifteen (15) days preceding the date of
any meeting of shareholders, and not exceeding thirty (30) days preceding the
date fixed for the payment of any dividend or distribution, or for the allotment
of rights, or when any change or conversion or exchange of hares shall go into
effect, as a reacord date for the determination of the shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares, and in
such case only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meetings, or to receive such dividend,
distribution or allowment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed as aforesaid. The board of directors may close the
books of the corporation against transfers of shares during the whole, or any
part of any such period.

Section 2. INSPECTION OF CORPORATE RECORDS. The share register or
duplicate share register, the books of account, and minutes of proceedings of
the shareholders and directors shall be open to inspection upon the written
demand of any shareholder or the holder of a voiting trust certificate, at any
reasonable time, and for a purpose reasonably related to his interests as a
shareholder, or as the holder of a voiting trust certificate, and shall be
exhibited at any time when required by the demand of ten percent (10%) of the
shares represented at any shareholders' meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the right to make extracts.
Demand of inspection other than at a shareholders' meeting shall be made in
writing upon the president, secretary or assistant secretary of the corporation.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.

Section 4. ANNUAL REPORT. The board of directors of the corporation shall
cause to be sent to the shareholders not later than one hundred twenty (120)
days after the close of the fiscal or calendar year an annual report.

Section 5. CONTRACT, ETC., HOW EXECUTED. The board of directors, except as
in the By-Laws otherwise provided, may authorize any officer or officers, agent
or agents, to enter into any contract, deed or leaseor execute any instrument in

<PAGE>

the name of and on behalf of the corporation, and such authority may be general
or confined to specific instances; and unless so authorized by the board of
directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit
torender it liable for any purpose or to any amount.

Section 6. CERTIFICATES OF STOCK. A certificate of certificates for shares of
the capital stock of the corporationshall be issued to each shareholder when any
such shares are fully paid up. All such certificates shall be signed by the
president or a vice-president and the secretary or an assistant secretary, or be
authenticated by facsimiles of the signature of the president and the written
signature of the secretary of an assistant secretary. Every certificate
authenticated by a facsimile of a signature must be counter-signed by a transfer
agent or transfer clerk.

Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the By-Laws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state the amount remaining unpaid and the terms of payment
thereof.

Section 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS.

The president or any vice president and the secretary or assistant secretary of
this corporation are authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporaton. The
authority herein granted to said officers tovote or represent on behalf of this
corporation or corporations may be exercised either by such officers in person
or by any person authorized to do so by proxy or power of attorney duly executed
by said officers.

Section 8. INSPECTIONOF BY-LAWS. The corporation shallkeep in its principal
offices for the transaction of business the original or a copy of the by-laws as
amended, or therwise altered to date, certified by the secretary, which shall be
open to inspection by the shareholders at all reasonable times during office
hours.

ARTICLE VI
Amendments

Section 1. POWER OF SHAREHOLDERS. New by-laws may be adopted or these by-laws
may be smended or repealed by the vote of shareholders entitled toexercise a
majority of the voting power of the corporation or by the written assent of such
shareholders.

Section 2. POWER OF DIRECTORS. Subject tot he right of shareholders as provided
in Section 1 of this Article VI to adopt, amend or repeal by-laws, by-laws other
than a by-law or amendment thereof changing the authorized number of directors
may be adopted, amended or repealed by the board of directors.

<PAGE>

Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING. Any action
required or permetted to be taken at any meeting of the board of directors or of
any committee thereof, may be taken without a meeting, if a written consent
thereto is signed by all the members of the board or of such committee. Such
written consent shall be filed with the minutes of proceedings of the board of
committee.

/s/ J. Rockwell Smith
-----------------------------
J. Rockwell Smith,
Director/Pres.

/s/ James Ruzicka III
-----------------------------
Jim Ruzicka, Director/Vice
President

/s/ Janis Patterson
-----------------------------
Janis Patterson, Director/
Secretary-Treasurer

File Stamp
State of Utah
6-9-94

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

PARK AVENUE, INC.

Pursuant to the applicable provisions of the Utah Business Corporation Act,
the undersigned corporation, Park Avenue, Inc., a Utah corporation, adopts the
following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Park Avenue, Inc.

ARTICLE TWO

Article I of the Articles of Incorporation is hereby amended in its
entirety and shall hereafter read as follows:

The name of the corporation is Electrical Generation Technology
Corporation.

ARTICLE THREE

Article IV of the Articles of Incorporation is hereby amended in its
entirety and shall hereafter read as follows:

The total authorized capital stock of the corporation is:

50,000,000 shares of common stock with a par value of $0.001 per share.

20,000,000 shares of preferred stock with a par value of $1.00 per share.

Such stock may be issued from time to time without action by the
shareholders for such consideration as may be determined, from time to time, by
the Board of Directors, and such shares so issued shall be deemed fully paid
stock, and the holders of such stock shall not be liable for any further
payments hereon.

There shall be no cumulative voting, and all pre-emptive rights are denied.
Each share shall entitle the holder thereof to one vote at all meetings of the
stockholders.

Stockholders shall not be liable to the corporation or its creditors for any
debts or obligations of the corporation.

Articles of Amendment- Page 1
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ARTICLE FOUR

The foregoing Amendments to the Articles of Invorporation wre adopted by a
vote of the shareholders at a shareholders' meeting on april 19,1994.

ARTICLE FIVE

The number of shares of common stock of the cororation outstanding and entitled
tovote at the time of such adoption was 6,875,000. The number of shares voting
for the adoption of the foregoing Amendments was 5,100,000, and the number of
shares voting against the adoption of the foregoing Amendments was zero.

EXECUTED to be effective as of the 19TH DAY OF April, 1994.

PARK AVENUE, INC.
a Utah corporation

By /s/ illegible
-------------------------------
Elbert G. Findell, President

ATTEST:

/S/ Richard W. Kincaid
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Richard W. Kincaid, Secretary

Articles of Amendment- Page 2
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STATE OF TEXAS

COUNTY OF DALLAS

BEFORE ME, THE UNDERSIGNED AUTHORITY, appeared Elbert G. Tindell, President
of the above corporation, and Richard W. Kincaid, Secretary of the above
cororation, who are known to me to be the persons who signed the foregoing
document and acknowledged to me that they executed the same.

IN WITNESS WHEREOF, I have hereunto affixed my signature and officail seal of
office on this June the day of 1 1994.

Notary seal

Misty M. Van Loon
NOTARY PUBLIC /s/ Misty M. VanLoon
State of Texas ----------------
Comm. Exp. 9-24-96 Notary Public in and for
The State of Texas

My Commission Expires:

9-24-96
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Articles of Amendment- Page 3
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Electrical Generation Technology Corporation
806 South St. Paul
Dallas, Texas 75201
214-742-1178

November 1, 1999

Manage America Mortgage Services, L.L.C.
Mr. Gary L. Cain
9859 IH 10 West, Suite 112 San Antonio, Texas 78230

Mr. Cain,

Electrical Generation Technology Corporation ("Purchaser") will acquire a
privately-held Texas Limited Liability Corporation, Manage America Mortgage
Services, L.L.C., ("Seller"), by purchase of all assets thereof as listed in
"Exhibit A" attached hereto, in exchange for common stock pursuant to a
definitive Plan and Agreement of Reorganization (the Reorganization Agreement")
to be executed between, this company and your designee.

1. Purchaser is a publicly-held corporation formed under the laws of the state
of Utah. Purchaser has 50,000,000 shares of common stock authorized, of
which 8,082,670 shares have been issued. Purchaser has approximately 225
shareholders. Purchaser has 20,000,000 shares of prefered stock authorized,
of which none have been issued.

2. Seller is a privately-held corporation engaged in the business of providing
a flame retardant product through distributors/applicators.

3. It is proposed that Purchaser purchase all of the assets of Seller in
exchange solely for Common Stock of Purchaser in a reorganization
contemplated by Section 368 (a) (S105) (c) of the Internal Revenue Code
(the "Reorganization"). In the Reorganization, Seller will receive a total
of 3,000,000 shares of Purchaser's common stock (the "Reorganization Shares
which will be distributed to Seller's Stockholder (s) in dissolution of
Seller pursuant to the Plan and Agreement of Reorganization. The 8,082,670
shares of Purchaser's common stock outstanding will remain outstanding
following the reorganization.

4. The transaction must, in the opinion of counsel to seller, qualify as a
tax-free reorganization under section 368 (a) (S161) (C) of the Internal
Revenue Code of 1954, as amended, or Seller shall not be obligated to
consummate this transaction.

5. Seller will have prepared and certified by a certified public accountant
its financial statements as needed to satisfy regulations of the Securities
and Exchange Commission, immediately after the reorganization transaction,
Purchaser is to file a Report on form 8-K with the Securities and Exchange
Commission prepared in accordance with the regulations of the Commission,
not later than the 15th day after the consummation of the Reorganization.

6. Upon the effectiveness of the Reorganization, control of Seller will pass
to the shareholders of Purchaser.

7. The name of Seller remain Manage America Mortgage Services, L.L.C. and will
become the property of Purchaser pursuant to the terms of the
Reorganization Agreement.

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8. (a) The Reorganization Shares will not be registered under the Securities
Act of 1933, as amended (the "Act"), but will be issued upon reliance upon
the exemption contained in Section 4 (2) of the Act as codified in Rule 506
of Regulation D promulgated by the Commission under the Act. Accordingly,
the Reorganization Shares will be "restricted securities" under Rule 144 of
the Commission and may be resold only pursuant to (S161) Rule 144, (ii)
an effective registration statement under the Act and applicable state
securities or blue sky laws, or (iii) an exemption from such registration
and qualification.

(b) The Reorganization Shares will not be registered or qualified under any
applicable state securities or blue sky law but will be issued in reliance
upon an available exemption from such registration.

( c ) In addition, ( S161 ) the Shareholders (s) of Seller will be required
to meet the sophistication requirements of Rule 506 and to sign an
investment letter and deliver to Purchaser at the closing of the
Reorganization, (ii) Certificate evidencing the Reorganization Shares will
be legended with appropriate restrictive legends, and (iii) stop transfer
orders will be entered against such certificates on the records of the
transfer agent of Purchaser.

This letter is an expression of our mutual intent and is not a binding contract.
We each contemplate that the Reorganization transaction described herein will be
concluded pursuant to the terms and provisions of a definitive agreement which
will be prepared by counsel and signed by each of us. In this regard, we
contemplate that we each will make the usual and customary representations and
warranties concerning the business and financial condition of a seller and a
purchaser in a transaction of this nature.

The consummation of this transaction is also subject to receipt of any necessary
(a) approvals by boards of directors, managers or shareholders, as the case may
be, of Seller and Purchaser, (b) consents of third parties, and (c) governmental
approvals. We contemplate consummating this transaction as soon as practicable
and each agree to work diligently and in good faith toward closing on December
31, 1999 of same or as soon as practicable.

If the foregoing represents your understanding of our agreement in principle,
please sign a copy of this letter in the space provided below.

ACCEPTED AND AGREED: ACCEPTED AND AGREED:
Manage America Mortgage Services, L.L.C. Electrical Generation Technology
Corporation

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Gary L. Cain Elbert Gene Tindell
Operating Manager CEO

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"Exhibit A"

Any and all loan files opened at the time of the Reorganization

Computer Network consisting of 3 stations

2 Epson Stylus Color 800 printers

Gestetner copy machine

Executive Office desk and Leather chair

Miscellaneous office supplies and equipment

Electrical Generation Technology Corporation
806 South St. Paul
Dallas, Texas 75201
214-742-1178

November 1, 1999

No Flame, L.L.C.
Mr. Gary L. Cain
9859 IH 10 West, Suite 112 San Antonio, Texas 78230

Mr. Cain,

Electrical Generation Technology Corporation ("Purchaser") will acquire a
privately-held Texas Limited Liability Corporation, No Flame, L.L.C.,
("Seller"), by purchase of all assets thereof as listed in "Exhibit A" attached
hereto, in exchange for common stock pursuant to a definitive Plan and Agreement
of Reorganization (the Reorganization Agreement") to be executed between, this
company and your designee.

2. Seller is a privately-held corporation engaged in the business of providing
a flame retardant product through distributors/applicators.

6. Upon the effectiveness of the Reorganization, control of Seller will pass
to the shareholders of Purchaser.

7. The name of Seller remain No Flame, L.L.C. and will become the property of
Purchaser pursuant to the terms of the Reorganization Agreement.

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If the foregoing represents your understanding of our agreement in principle,
please sign a copy of this letter in the space provided below.

ACCEPTED AND AGREED: ACCEPTED AND AGREED:
No Flame, L.L.C. Electrical Generation Technology
Corporation

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Gary L. Cain Elbert Gene Tindell
Operating Manager CEO

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"Exhibit A"

The name No Flame, L.L.C.

All Marketing Material

The rights title and interest to the Privately labeled Chemical Product No Flame