ENERGY INITIATIVES INC
35-CERT, 1994-08-12
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                                                  SEC File No. 70-7727


                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D. C.  20549








                               CERTIFICATE PURSUANT TO

                                       RULE 24

                               OF PARTIAL COMPLETION OF

                                     TRANSACTIONS




                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                     GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
                        GENERAL PORTFOLIOS CORPORATION ("GPC")
                           ENERGY INITIATIVES, INC. ("EI")
<PAGE>






                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

          ________________________________________
                                                  :
                    In the Matter of              :
                                                  :
          GENERAL PUBLIC UTILITIES CORPORATION    :    Certificate Pursuant
          GENERAL PORTFOLIOS CORPORATION, and     :    to   Rule   24    of
                                                  :    Partial
          ENERGY INITIATIVES, INC.                :    Completion of
                                                  :    Transactions
                    SEC File No. 70-7727          :
          (Public Utility Holding Company Act     :
               of 1935)                           :
          ________________________________________:


          TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:



               The   undersigned   General  Public   Utilities  Corporation

          ("GPU"),  General  Portfolios  Corporation  ("GPC")  and   Energy

          Initiatives,  Inc. ("EI") hereby certify,  pursuant to Rule 24 of

          the  General  Rules  and  Regulations  under the  Public  Utility

          Holding Company  Act of 1935, in accordance with the Commission's

          Order dated June 26,  1990 and December 18, 1992 with  respect to

          the transactions proposed  in the Declaration, as  amended, filed

          in  SEC File  No. 70-7727  (such Declaration,  as amended,  being

          herein referred to as the "Declaration"), as follows:



               1.   Accounting, Financial and Other Matters.

               Consolidated  Statements  of   Operations  and   Accumulated

          Deficit   for  the  twelve   months  ended  June   30,  1994  and

          Consolidated Balance  Sheets as of June  30, 1994 for EI  and its

          subsidiaries are filed herewith as Exhibit 1.
<PAGE>






               2.   Investments in, and  Guarantees on  Behalf of, GPC  and

          EI.

                    During the period April  1, 1994 through June 30,  1994

          no cash contributions were made by GPU to GPC or by GPC to EI.

                    Through June 30, 1994 and as of such date, GPU has made

          cash capital contributions to GPC and GPC, in turn, has made such

          cash contributions  to EI,  and  GPU has  entered into  repayment

          agreements for standby  letters of credit issued  for the benefit

          of EI, in  the aggregate  amount of $14,545,000  pursuant to  the

          Commission's orders in File No. 70-7727.



               3.   Sales of Fuel and Fuel Transportation Capacity.

                    EI  Fuels  Corp.  has  sold  no  excess  fuel  or  fuel

          transportation capacity through June 30, 1994.





























                                          2
<PAGE>






                                      SIGNATURE

               PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING 

          COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS CAUSED THIS 

          STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO

          DULY AUTHORIZED.


                                   GENERAL PUBLIC UTILITIES CORPORATION
                                   GENERAL PORTFOLIOS CORPORATION


                                   By:_________________________________
                                        Don W. Myers
                                        Vice President and Treasurer


                                   ENERGY INITIATIVES, INC.


                                   By:________________________________
                                        B. L. Levy, President


          Dated: August 12, 1994
<PAGE>









                             EXHIBIT TO BE FILED BY EDGAR


                    Exhibit

                      1                 Consolidated      Statements     of
                                        Operations and Accumulated  Deficit
                                        for the twelve months ended June 30,
                                        1994  and Consolidated  Balance
                                        Sheets as  of June 30, 1994  for EI
                                        and its subsidiaries.
<PAGE>










                                                            Exhibit 1
                                                            Page 1 of 3

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
             Consolidated Statement of Operations and Accumulated Deficit
                      For the Twelve Months Ended June 30, 1994
                                      Unaudited


          Operating revenues                                 $  3,616,114

          Operating expenses                                    5,805,171
          Depreciation                                            172,260

                      Total                                     5,977,431

          Net operating loss                                   (2,361,317)

          Other income and expenses:
            Equity in partnership income                           75,910
            Interest and dividend income, net                     444,616
            Gain on sale of assets                                 35,612

          Total other income and expenses                         556,138

          Loss before income taxes                             (1,805,179)

          Income tax benefit                                     (526,401)

          Net loss                                             (1,278,778)

          Accumulated deficit, beginning of period            (13,532,110)

          Adjustments to accumulated deficit during
            the twelve-month period:
            Effect of General Portfolios Corporation merger     9,327,958
            Effect of SFAS 115 adjustment on securities          (449,849)

          Accumulated deficit, end of period                 $ (5,932,779)
<PAGE>






                                                                 Exhibit 1
                                                               Page 2 of 3


                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              Consolidated Balance Sheet
                                 As of June 30, 1994
                                      Unaudited

                                        ASSETS

          Current assets:

            Cash and temporary investments                     $5,388,102
            Accounts receivable                                 1,356,296
            Interest receivable                                     2,456
            Income taxes receivable                             1,252,027
            Deposits                                              100,150
            Deferred income taxes                                  34,723
            Other current assets                                   55,527

          Total current assets                                 $8,189,281

          Other assets:

            Investments other                                   8,146,439
            Investments in securities                          15,604,331
            Investments in partnership                         57,926,219
            Long term receivables                               1,940,461
            Notes receivable from partnerships                  1,701,921
            Fixed assets, net                                     422,084
            Intangible assets, net                             13,622,489
            Deferred Federal Income taxes                       1,113,425
            Other noncurrent assets                                12,200

          Total Assets                                       $108,678,850
<PAGE>






                                                                Exhibit 1
                                                              Page 3 of 3


                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              Consolidated Balance Sheet
                                 As of June 30, 1994
                                      Unaudited

                                     LIABILITIES

          Current liabilities:

            Accounts payable and accrued expenses              $1,352,708
            Deferred revenues                                     111,528
            Payroll taxes and deductions payable                    9,932
            Accounts payable - vacation                           233,472

          Total current liabilities                           $ 1,707,640

          Long term liabilities:

            Deferred credits                                    5,235,995
            Deferred revenues                                   2,287,997
            Reserve for equipment disposal                        246,000

          Stockholders equity                                  99,201,218

          Total liabilities and stockholders equity          $108,678,850
<PAGE>


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