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EX-32 - EX. 32.1 SECTION 906 CEO/CFO CERTIFICATION - TRANSACT ENERGY CORPtransact10q093009ex321.htm
EX-31 - EX. 31.1 SECTION 302 CEO/CFO CERTIFICATION - TRANSACT ENERGY CORPtransact10q093009ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


 X .   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2009.

or


     .   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________________  to  ___________________________


Commission File Number:  333-139746


TRANSACT ENERGY CORP.

(Exact name of registrant as specified in its charter)


Nevada

98-0515445

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

105-5119 Beckwith Blvd., San Antonio, TX

78249

(Address of principal executive offices)

(Zip Code)


210-561-6015

(Registrant’s telephone number, including area code)


_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  X . Yes        . No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       . Yes        . No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

     .

Accelerated filer

     .

Non-accelerated filer

     . (Do not check if a smaller reporting company)

Smaller reporting company

 X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      .   Yes   X .   No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      . Yes        . No


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2009:  10,502,000




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2009 and 2008 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.



2



FINANCIAL STATEMENTS













TRANSACT ENERGY CORP.

[A Development Stage Company]


INTERIM FINANCIAL STATEMENTS


SEPTEMBER 30, 2009

______________



(Unaudited)















3



TRANSACT ENERGY CORP.

 [A Development Stage Company]



(Unaudited)




CONTENTS


 

 

PAGE

 

 

 

-

Interim Balance Sheets

5

 

 

 

-

Interim Statements of Operations

6

 

 

 

-

Interim Statements of Cash Flows

7

 

 

 

-

Notes to Interim Financial Statements

8




4



TRANSACT ENERGY CORP.

[A Development Stage Company]


INTERIM BALANCE SHEETS



ASSETS



 

 

(Unaudited)

 

(Audited)

 

 

September 30,

 

December 31,

 

 

2009

 

2008

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash

$

9,707

$

6,326

Interest receivable

 

8,973

 

-

Loans receivable – Related Party

 

239,520

 

-

 

 

 

 

 

Total Current Assets

 

258,200

 

6,326

 

 

 

 

 

INVESTMENT IN LEASE

 

12,684

 

12,478

 

 

 

 

 

OTHER ASSET:

 

 

 

 

Deferred stock offering costs

 

-

 

9,153

 

$

270,884

$

27,957

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable

$

36,868

$

53,028

Accrued interest

 

1,807

 

197

Note payable – Related Party

 

27,500

 

10,000

Total Current Liabilities

 

66,175

 

63,225

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

Preferred stock, $.001 par value,

 

 

 

 

10,000,000 shares authorized,

 

 

 

 

no shares issued and outstanding

 

-

 

-

Common stock, $.001 par value,

 

 

 

 

100,000,000 shares authorized,

 

 

 

 

10,502,000 (9,400,000) shares

 

 

 

 

issued and outstanding

 

10,502

 

9,400

Capital in excess of par value

 

305,235

 

44,100

Deficit accumulated during the

 

 

 

 

development stage

 

(111,028)

 

(88,768)

Total Stockholders' Equity (Deficit)

 

204,709

 

(35,268)

 

$

270,884

$

27,957


The accompanying notes are an integral part of these financial statements.



5



TRANSACT ENERGY CORP.

[A Development Stage Company]


INTERIM STATEMENTS OF OPERATIONS


(Unaudited)


 

 

Cumulative from

inception

On March 15,

2006

Through

September 30,

2009

 

Three months

ended

September 30,

2009

 

Nine months

ended

September 30,

2009

 

Three months

ended

September 30,

2008

 

Nine months

ended

September 30,

2008

 

 

 

 

 

 

 

 

 

 

 

REVENUE

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

General and administrative

 

99,367

 

10,704

 

29,469

 

7,836

 

27,070

Unsuccessful lease purchases

 

18,673

 

-

 

-

 

18,673

 

18,673

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

118,040

 

10,704

 

29,469

 

26,509

 

45,743

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)

 

(118,040)

 

(10,704)

 

(29,469)

 

(26,509)

 

(45,743)

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

8,973

 

8,973

 

8,973

 

-

 

-

Interest expense

 

(1,961)

 

(831)

 

(1,764)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total other income (expenses)

 

7,012

 

8,142

 

7,209

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

 

 

 

 

 

 

 

 

BEFORE INCOME TAXES

 

(111,028)

 

(2,562)

 

(22,260)

 

(26,509)

 

(45,743)

 

 

 

 

 

 

 

 

 

 

 

CURRENT TAX EXPENSE

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

DEFERRED TAX EXPENSE

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(111,028)

$

(2,562)

$

(22,260)

$

(26,509)

$

(45,743)

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) PER COMMON SHARE

 

 

$

(.00)

$

(.00)

$

(.00)

$

(.00)


The accompanying notes are an integral part of these financial statements.




6



TRANSACT ENERGY CORP.

[A Development Stage Company]


INTERIM STATEMENTS OF CASH FLOWS


(Unaudited)


 

 

Cumulative from

inception

On March 15,

2006

through

September 30,

2009

 

Nine months

ended

September 30,

2009

 

Nine months

ended

September 30,

2008

 

 

 

 

 

 

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net loss

$

(111,028)

$

(22,260)

$

(45,743)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

Change in assets and liabilities:

 

 

 

 

 

 

Increase in interest receivable

 

(8,973)

 

(8,973)

 

-

Increase (decrease) in accounts payable

 

36,868

 

(16,160)

 

39,601

Increase (decrease ) in accrued interest

 

1,807

 

1,610

 

-

 

 

 

 

 

 

 

Net Cash (Used) by Operating Activities

 

(81,326)

 

(45,783)

 

(6,142)

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

Acquisition of oil and gas leases

 

(12,684)

 

(206)

 

(211)

Proceeds from loans receivable

 

(239,520)

 

(239,520)

 

-

 

 

 

 

 

 

 

Net Cash (Used) by Investing Activities

 

(252,204)

 

(239,726)

 

(211)

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

Proceeds from bank overdraft

 

-

 

-

 

1

Proceeds from common stock issuance

 

329,000

 

275,500

 

-

Stock offering costs

 

(13,263)

 

(4,110)

 

(5,328)

Proceeds from note payable

 

27,500

 

17,500

 

-

 

 

 

 

 

 

 

Net Cash Provided (Used) by

 

 

 

 

 

 

Financing Activities

 

343,237

 

288,890

 

(5,327)

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

9,707

 

3,381

 

(11,680)

 

 

 

 

 

 

 

Cash at Beginning of Period

 

-

 

6,326

 

11,680

 

 

 

 

 

 

 

Cash at End of Period

$

9,707

$

9,707

$

-

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

Cash paid during the periods for:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

Supplemental Schedule of Non-cash Investing and Financing Activities:

 

 

 

 

 

 

 

For the nine month period ended September 30, 2009 and 2008 :

None

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.



7



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization – Transact Energy Corp. (“the Company”) was organized under the laws of the State of Nevada on March 15, 2006. The Company plans to engage in the business of acquiring and selling oil and gas lease interests. The Company has not generated significant revenues and is considered a development stage company. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.


Interim Condensed Financial Statements - The accompanying interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2009 and 2008 and for the periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.


Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.


Income Taxes - The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic No. 740 “Income Taxes”. This statement requires an asset and liability approach for accounting for income taxes [See Note 6].


Loss Per Share - The Company computes loss per share in accordance with ASC Topic No. 260 “Earnings Per Share,” which requires the Company to present basic and dilutive loss per share when the effect is dilutive [See Note 9].


Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.


Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.


Statement of Financial Accounting Standards (“SFAS”) SFAS No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.



8



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]


Investment in leases – All costs such as bid fees and lease rental payments related to the acquisition of oil and gas leases are deferred and amortized on a straight-line basis over the term of the lease.


Foreign currency translation - Transactions in foreign currencies are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) when material and foreign currency transaction gains and losses are recorded in other income and expense.


Stock offering costs – Costs incurred in connection with stock offerings will be deferred and offset against the proceeds of the stock offering. Costs incurred in connection with unsuccessful offerings will be expensed.


NOTE 2 – LOANS RECEIVABLE – RELATED PARTY


The $227,000 and $12,520 loans receivable are unsecured and for a term of 90 days due on December 7 and December 17, 2009 respectively. The loans bear interest at 15% for the term or a minimum of $35,000 and $2,000 respectively.


NOTE 3 - INVESTMENT IN LEASE


On September 7, 2006 the Company acquired a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash. To date the Company has paid annual lease payments of $633 for a total capitalized cost of $12,684. The lease is for a 5 year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta. During the year ended December 31, 2008 the Company also incurred $18,673 in costs related to unsuccessful lease purchases which have been expensed.


NOTE 4 – NOTE PAYABLE – RELATED PARTY


The $10,000 convertible promissory note payable is unsecured, bears interest at 10% per annum and is due and payable on September 30, 2009. The payee had the option to convert the entire principal amount on or before April 21, 2009 into common shares of the Company based on a conversion rate of $.00345 per share and no interest is due if the principal is converted to shares of the Company. The note payable has been extended through March 31, 2010.


The $17,500 promissory note payable is unsecured, bears interest at 10% per annum and is due on demand. Accrued interest for the notes at September 30,2009 was $1,807.



9



 TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)


NOTE 5 - CAPITAL STOCK


Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at September 30, 2009.


Common Stock The Company has authorized 100,000,000 shares of common stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.


During April 2006, the Company issued 8,500,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $8,500 (or $.001 per share).


During August 2006, the Company issued 900,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $45,000 (or $.05 per share).


During September 2009 the Company issued 1,102,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $275,500 (or $.25 per share). Offering costs of $13,263 were offset against the proceeds of the offering.


NOTE 6 - INCOME TAXES


The Company accounts for income taxes in accordance with ASC Topic No. 740 which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at September 30, 2009, an operating loss carryforward of approximately $108,400, which may be applied against future taxable income and which expires in various years through 2029.


The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax asset is approximately $21,680 as of September 30, 2009, with an offsetting valuation allowance of the same amount.


NOTE 7 - GOING CONCERN


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed and has incurred losses since its inception. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.



10



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS


SEPTEMBER 30, 2009


(Unaudited)


NOTE 8 - RELATED PARTY TRANSACTIONS


Management Compensation - The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal.


Office Space - The Company shares office space with a related company of an officer/shareholder on a month to month basis. During the nine months ended September 30, 2009 the Company has accrued $8,459 for the use of office space, telephone, fax and office equipment. During the year ended December 31, 2008 the Company had paid $8,500 and had a payable of $5,410 for the use of telephone, fax and office equipment.


NOTE 9 - LOSS PER SHARE


The following data show the amounts used in computing loss per share for the periods presented:


 

 

Three months

 

Nine months

 

Three months

 

Nine months

 

 

ended

 

ended

 

ended

 

ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2009

 

2009

 

2008

 

2008

 

 

 

 

 

 

 

 

 

Income (loss) available to common shareholders (numerator)

$

(2,562)

$

(22,260)

$

(26,509)

$

(45,743)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding during the period used in loss per share (denominator)

 

9,767,333

 

9, 522,444

 

9,400,000

 

9, 400,000


Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.


NOTE 10 – SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through November 4, 2009.



11



ITEM 2. PLAN OF OPERATIONS


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


OUR BUSINESS


We formed as a Nevada corporation on March 15, 2006 as TransAct Energy Corp. Our activities have been limited to developing and writing our business plan and the purchase of an oil and gas lease. On September 7, 2006 we acquired 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash, the MedHat Project. As of the date of this report, the Company has not commenced operations on its oil and gas lease in favor of actively seeking other opportunities in the sustainable energy sector.


PLAN OF OPERATION


We anticipate we will divest ourselves of our only oil and gas lease and instead focus our efforts on acquiring alternative energy companies primarily producing power from clean sustainable energy sources. These sources will include but will not be limited to geothermal, solar and wind. Our revenues will be generated by selling power under power purchase agreements with public and private electrical utilities. The Company will focus its efforts on long term projects with immediate access to development capital and a market to sell the clean power.


RESULTS OF OPERATIONS


During the three months ended September 30, 2009, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC.


Results of Operations – Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008


No revenues were received by the Company during the three months ended September 30, 2009 or 2008. Our expenses were $10,704 for the three months ended September 30, 2009 compared to $26,509 for the same period in 2008.


LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2009, we have $9,707 in cash, $12,684 investment in oil and gas lease, interest receivable of $8,973, and loans receivable of $239,520. Our current liabilities consist of accounts payable in the amount of $36,868 and a note payable of $27,500 with accrued interest of $1,807.


NEED FOR ADDITIONAL FINANCING


Proposed Public Offering of Common Stock - The Company is proposing to make a public offering of 2,000,000 shares of common stock. The Company has filed a registration statement with the United States Securities and Exchange Commission on Form S-1. An offering price of $.25 per share has arbitrarily been determined by the Company. The offering will be managed by the Company without any underwriter. The shares will be offered and sold by officers and directors of the Company, who will receive no sales commissions or other compensation in connection with the offering, except for reimbursement of expenses actually incurred on behalf of the Company in connection with the offering. The offering was declared effective on December 12, 2008. The Company filed a post-effective amendment to its registration statement which was declared effective on July 17, 2009. At August 31, 2009 the Company received subscriptions of $275,500 which were being held in escrow. The offering was closed at August 31, 2009. Funds were released from escrow to the company on September 4 2009 and September 22, 2009 the Company received $267,000 and $8,500 respectively. The Company subsequently issued 1,102,000 common shares.



12



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4T. CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures.


Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2009, the end of the period covered by this report.


(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls or procedures over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.


No legal proceedings are threatened or pending against TransAct Energy Corp. or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against TransAct Energy Corp., or have any material interests in actions that are adverse to our own.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


The Company did not sell or issue any securities during the period covered by this report.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

No matters were submitted during the period covered by this report to a vote of security holders.


ITEM 5. OTHER INFORMATION.


None



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


Exhibit No.

Title of Document

Location

31

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Attached

32

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Attached


(b) Reports on Form 8-K


None


*

The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.








SIGNATURES


Pursuant to the requirements 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.


TRANSACT ENERGY CORP.


 


Date: November 4, 2009

By: /s/ Henry Andrews         

Henry Andrews

President, Treasurer,

Chief Executive Officer and

Chief Financial Officer




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