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EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - TRANSACT ENERGY CORPf10q063014_ex32z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - TRANSACT ENERGY CORPf10q063014_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - TRANSACT ENERGY CORPf10q063014_ex31z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - TRANSACT ENERGY CORPf10q063014_ex31z1.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 June 30, 2014.


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.)


Suite 207 - 23705 IH 10 West, San Antonio, TX, USA 78257

(Address of principal executive offices) (Zip Code)


210-888-0785

(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. Yes  X . 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  X . 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      . No  X .





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 June 30, 2014: 45,434,183



2




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 June 31, 2014 and 2013 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, 2013 management prepared financial statements. The results of operations for the periods ended June 30an, 2014 and 2013 are not necessarily indicative of the operating results for the full year.



3




FINANCIAL STATEMENTS







TRANSACT ENERGY CORP.

[A Development Stage Company]


INTERIM FINANCIAL STATEMENTS


JUNE 30, 2014



(Unaudited – Prepared by Management)




4



CONTENTS


 

 

PAGE

Interim Balance Sheets  

 

6

Interim Statements of Operations

 

7

Interim Statements of Cash Flows

 

8

Notes to Interim Financial Statements

 

9




5



TRANSACT ENERGY CORP.

(A Development Stage Company)


INTERIM BALANCE SHEETS

(Unaudited - Prepared by Management)


 

 

June 30,

 

December 31,

 

 

2014

 

2013

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

    Cash

 

$

102,155

 

$

67

    Prepaid Expenses

 

 

106,525

 

 

85,525

             Total Current Assets

 

 

208,680

 

 

85,592

Capital Assets

 

 

1,714

 

 

-

Intellectual Property

 

 

130,520

 

 

130,520

Software ,net

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

$

340,914

 

$

216,112

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

    Bank indebtedness

 

$

-

 

$

-

    Accounts payable

 

 

248,038

 

 

187,164

    Accrued interest

 

 

1,025,477

 

 

873,558

    Accrued interest - related party

 

 

827

 

 

-

    Compensation payable

 

 

908,334

 

 

1,112,247

    Notes payable - net of discount

 

 

265,401

 

 

251,226

    Notes payable - Related parties, net of discount

 

 

36,047

 

 

54,440

    Project Deposits

 

 

134,086

 

 

-

             Total Current Liabilities

 

 

2,618,210

 

 

2,478,635

 

 

 

 

 

 

 

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

 

 

 

 

 

 

   45,434,183  shares  issued and outstanding

 

 

45,434

 

 

30,076

    Capital in excess of par value

 

 

2,267,036

 

 

1,831,312

    Subscriptions receivable

 

 

-

 

 

-

    Deficit accumulated during the development stage

 

 

(4,589,766)

 

 

(4,123,911)

 

 

 

 

 

 

 

              Total Stockholders' Equity (Deficit)

 

 

(2,277,296)

 

 

(2,262,523)

 

 

 

 

 

 

 

 

 

$

340,914

 

$

216,112


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



6



TRANSACT ENERGY CORP.

(A Development Stage Company)


INTERIM STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)


 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

from inception

 

Three months

 

Six months

 

Three months

 

Six months

 

 

March 15, 2006

 

ended

 

 ended

 

ended

 

 ended

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

 

2014

 

2014

 

2014

 

2013

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    General and administrative

 

 

3,068,668

 

 

93,714

 

 

309,634

 

 

(370,078)

 

 

(242,350)

    Unsuccessful lease purchases

 

 

18,673

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Total Expenses

 

 

3,087,341

 

 

93,714

 

 

309,634

 

 

(370,078)

 

 

(242,350)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE OTHER INCOME (EXPENSE)

 

 

(3,087,341)

 

 

(93,714)

 

 

(309,634)

 

 

370,078

 

 

242,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Interest income

 

 

50,954

 

 

-

 

 

-

 

 

-

 

 

-

    Interest expense

 

 

(1,276,085)

 

 

(79,549)

 

 

(158,439)

 

 

(80,598)

 

 

(160,318)

    Gain on debt  settlement

 

 

34,864

 

 

-

 

 

-

 

 

-

 

 

-

    Loss on write off of investment in lease

 

 

(12,684)

 

 

-

 

 

-

 

 

-

 

 

-

     Allowance for loss on loans receivable and related interest

 

 

(299,474)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS/LOSS FROM OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    BEFORE INCOME TAXES

 

 

(4,589,766)

 

 

(173,263)

 

 

(468,073)

 

 

289,480

 

 

82,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT TAX EXPENSE

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEFFRRED TAX EXPENSE

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(4,589,766)

 

$

(173,263)

 

$

(468,073)

 

$

289,480

 

$

82,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNING/LOSS PER COMMON SHARE

 

 

 

 

$

(0.005)

 

$

($0.012)

 

$

0.01

 

$

$0.003


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





7



TRANSACT ENERGY CORP.

(A Development Stage Company)


INTERIM STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)


 

 

Cumulative

 

 

 

 

 

 

 

 

from inception

 

 

 

 

 

 

March 15, 2006 to

 

Six months ended

 

Six months ended

 

 

June 30,

 

June 30,

 

June 30,

 

 

2014

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Cash Flow From Operating Activities:

 

 

 

 

 

 

 

 

 

   Net Gain/loss for the period

 

$

(4,589,766)

 

$

(465,855)

 

$

82,032

   Adjustments to reconcile net loss to cash used by

 

 

 

 

 

 

 

 

 

     operating activities:

 

 

 

 

 

 

 

 

 

        Stock issued for services

 

 

875,966

 

 

427,365

 

 

13,788

        Stock issued for expenses

 

 

4,313

 

 

-

 

 

-

        Debt issued for services

 

 

12,847

 

 

-

 

 

-

        Amortization

 

 

3,480

 

 

-

 

 

-

        Loss on write off of investment in lease

 

 

12,684

 

 

-

 

 

-

        Allowance for interest receivable

 

 

50,954

 

 

-

 

 

-

        Allowance for loans receivable

 

 

248,521

 

 

-

 

 

-

        Interest expense from beneficial conversion

 

 

 

 

 

-

 

 

-

          feature on notes payable

 

 

124,548

 

 

-

 

 

-

        Loss on stock subscriptions receivable

 

 

550,431

 

 

-

 

 

-

        Gain on debt settlement

 

 

(34,864)

 

 

-

 

 

-

   Change in assets and liabilities:

 

 

 

 

 

-

 

 

-

     Decrease (Increase) in interest receivable

 

 

(50,954)

 

 

-

 

 

-

     Decrease (Increase) in prepaid expenses

 

$

(106,525)

 

$

(21,000)

 

$

-

     Increase (decrease) in accounts payable

 

 

248,038

 

 

60,874

 

 

5,104

     Increase in compensation payable

 

 

908,334

 

 

(203,913)

 

 

(362,275)

     Increase in accrued interest

 

 

1,025,477

 

 

145,442

 

 

150,117

         Net Cash (used) by Operating Activities

 

 

(716,516)

 

 

(57,087)

 

 

(111,234)

 

 

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

   Acquisition of oil and gas leases

 

 

(12,684)

 

 

-

 

 

-

   Acquisition of Intellectual Property

 

 

(130,520)

 

 

-

 

 

(130,250)

   Purchase of Equipment

 

 

(1,714)

 

 

1,714

 

 

 

   Purchase of software

 

 

(3,480)

 

 

-

 

 

-

   Loans receivable

 

 

(263,521)

 

 

-

 

 

-

   Proceeds from loans receivable

 

 

15,000

 

 

-

 

 

-

        Net Cash (Used) by Investing Activities

 

 

(396,919)

 

 

1,714

 

 

(130,250)

 

 

 

 

 

 

 

 

 

 

Cash Flow From Financing Activities

 

 

 

 

 

 

 

 

 

   Proceeds from common stock issuance

 

 

627,026

 

 

33,718

 

 

130,250

   Proceeds received for stock not yet issued

 

 

40,000

 

 

-

 

 

-

   Stock offering costs

 

 

(13,263)

 

 

-

 

 

-

   Proceeds from notes payable

 

 

661,482

 

 

148,886

 

 

111,200

   Repayment of notes payable

 

 

(99,655)

 

 

(25,143)

 

 

-

        Net Cash Provided by Financing Activities

 

 

1,215,590

 

 

157,461

 

 

241,450

 

 

 

 

 

 

 

 

 

 


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



8




Net Increase (Decrease) in Cash

 

 

102,155

 

 

102,088

 

 

(34)

 

 

 

 

 

 

 

 

 

 

Cash (Bank Indebtedness) at Beginning of Period

 

 

-

 

 

67

 

 

31

 

 

 

 

 

 

 

 

 

 

Cash at End of Period

 

$

102,155

 

$

102,155

 

$

(3)

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

     Cash paid during the period for:

 

 

 

 

 

 

 

 

 

        Interest

 

$

-

 

$

-

 

$

-

        Income taxes

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

         For the three month period ended June 30, 2013 and 2012:

 

 

 

 

 

 

 

 

 

            Shares issued for services

 

 

875,966

 

 

465,855

 

 

13,788

            Shares issued on conversion of debt

 

 

138,419

 

 

23,718

 

 

-

            Shares issued  for acquisition

 

 

130,250

 

 

-

 

 

130,250

            Shares issued to shareholders in exchange

 

 

 

 

 

 

 

 

 

                for free trading shares

 

 

554,744

 

 

-

 

 

-

            Subscriptions receivable

 

 

(550,431)

 

 

-

 

 

-

            Beneficial conversion feature on notes payable

 

 

59,084

 

 

-

 

 

-



9



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


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 is in the business of developing and managing power production facilities globally primarily using alternative/sustainable energy sources. The Company has not generated revenues and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic No. 915. 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  June 30, 2014 and 2013 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, 2013 unaudited financial statements.  The results of operations for the periods ended June 30, 2014 and 2013 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.


Software and related amortization - Software is recorded at cost and the Company provides for amortization using the straight line method over three years.


Income Taxes - The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.”


The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.


The Company has no tax positions at June 30, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2013 and 2012, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2014 and June 30, 2013. All tax years starting with 2008 are open for examination.


Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share” [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.



10



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Recently Enacted Accounting Standards - In September 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.


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. 2011-8 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.


Foreign Currency Translation - The Financial statements are presented in United States dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rate of exchange during the year.


Gains or losses resulting from foreign currency transactions are included in results of operation.


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.


Reclassification – Certain prior year amounts have been reclassified to conform with current year presentation.


NOTE 2 – LOANS RECEIVABLE


The $12,000, $5,000, $7,000, $212,000 and $12,520 loans receivable from a company whose sole shareholder holds less than 10% in TransAct, are secured and were due on November 1, November 10, November 29, December 6 and December 6, 2010, respectively. The loans are secured by certain assets and equipment of the company and bear interest at rates between 15% and 18% per annum for the terms of the loans. At June 30, 2011 and December 31, 2010 interest receivable was $50,954. These notes have not been granted an extension, are in default and management has formally demanded payment of the outstanding principal and interest and may pursue legal action if the cost of said action can be justified. At December 31, 2010 the Company recorded a total allowance of $299,475 charged to operations including principal of $248,521 and interest of $50,954.


NOTE 3 - SOFTWARE


 

 

 

 

 

 

 

 

Net book Value

 

 

Cost

 

Accumulated Amortization

 

June 30,

2014

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

$

3,480

 

$

3,480

 

$

-

 

$

-




11



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 4 – NOTES PAYABLE


The $10,000 convertible promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and was due and payable on March 31, 2010. The payee had the option to convert the entire principal amount on or before April 29, 2009 into common shares of the Company based on a conversion rate of $.00345 per share. No interest was payable if the principal was converted to shares of the Company. The payee did not exercise its conversion option. The note is currently outstanding and in October 2010 the Company issued a check in the amount of $11,876 as payment in full of principal and interest which was returned un-cashed by the payee. The Company is currently in dispute regarding the expiration date of the conversion option in the agreement and the note remains in default. At June 30, 2014 accrued interest was $ 5932.


The $17,500 promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and is due on demand. This note is currently in default. At June 30, 2014 accrued interest was $9,605.


The $25,000 convertible promissory note dated June 10, 2010 and $40,000 convertible promissory note dated October 5, 2010 bore interest at 8% per annum and were due and payable on March 11, 2011 and July 7, 2011, respectively. The holder had the option to convert the entire principal amount of each particular note on or before March 11, 2011 and July 7, 2011 into common shares of the Company based on a conversion rate of 60% of the market price being the average of the lowest three trading prices over the past ten days prior to the conversion. At no time could the holder convert into an amount of shares which would result in the holder and its affiliates to beneficially own more than 4.99% of the outstanding shares of common stock. In February 2011 the holder elected


to convert $12,000 of the June 10, 2010 note into 404,040 common shares of the Company which were issued. In February 2011 the terms of the June 10, 2010 and October 5, 2010 convertible promissory notes were amended by both parties to include a repayment option. Under this repayment option the borrower had the right to repay the balance of a note in cash equal to 150% of the outstanding principal and interest. On February 24, 2011 the Company paid $22,000 including $9,000 of interest to repay the remaining $13,000 balance of the June 10, 2010 note. In addition, on April 21, 2011 the Company paid $61,600 including $21,600 of interest to repay the $40,000 note dated October 5, 2010.


A beneficial conversion feature of $53,334 has been recorded as a discount to the notes with an offset to additional paid in capital. The discount was amortized over the life of the notes. The remaining unamortized discount has been expensed as interest since the note was repaid.


The $25,000 and $18,093 ($20,000 CAD) promissory notes payable dated April 22, 2011 and March 31, 2011 respectively are unsecured and bear interest at 60% per annum or $2,500 and $2,002 ($2,000 CAD) respectively whichever is greater. The notes are due on demand and may be prepaid in whole or part without penalty. Accrued interest was

$ 103,272 at June 30, 2014.


The $ 4523 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $ 505 ($500 CAD) up to September 16, 2011 and $ 50 ($50 CAD) per diem until all principal and interest is repaid. The note is due on demand and may be prepaid in whole or part without penalty. Accrued interest was $ 48,331 at June 30, 2014.


The $2,500 promissory note payable dated April 2, 2013 is unsecured, bears interest at 10% per annum and is due on demand. At June 30, 2014 accrued interest was $274.


The $100,000 promissory note payable dated June 30, 2013 is unsecured and is non-interest bearing.



12



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 4 - NOTES PAYABLE – CONTINUED


The $1,000 promissory note payable dated July 23, 2013 is unsecured, bears interest at 10% per annum and is due on demand. It was paid out on May 6, 2014.  At June 30, 2014 accrued interest was $80.


An $8,700 promissory note payable dated January 17, 2013 to an individual whose shareholdings equal less than 10% in TransAct is unsecured, has a fixed interest component of $1,300. The owner of this note negotiated to change the terms of the note to that of a $10,000 convertible note payable effective Aug 21, 2013 is unsecured, bears interest at 12% per annum and is convertible into common stock of the company within the one year term of the loan at 75% of the closing price on the day the conversion is elected but no less than $.036. This note was subsequently converted and as such has been paid out in full.


A $10,000 convertible note payable effective Aug 21, 2013 to an individual whose shareholdings equal less than 10% in TransAct is unsecured, bears interest at 12% per annum and is convertible into common stock of the company within the one year term of the loan at 75% of the closing price on the day the conversion is elected but no less than $.036. This note was subsequently converted and as such has been paid out in full.


A $10,000 convertible note payable effective Sep 6, 2013 to an individual whose shareholdings equal less than 10% in TransAct is unsecured, bears interest at 12% per annum and is convertible into common stock of the company within the one year term of the loan at 75% of the closing price on the day the conversion is elected but no less than $.04. At June 30, 2014 accrued interest was $977.


A $22,030 promissory note payable dated February 24, 2011 to a former officer (more than 6 months ago) bears interest of $6,000 and was due on March 4, 2011. This note is accruing interest at $360 per day for every day after March 4, 2011 until the note is repaid in full. At June 30, 2014 accrued interest was $ 475,440.


A $46,660 promissory note payable dated April 22, 2011 to a former officer (more than 6 months ago) bears interest at 1% per diem. A beneficial conversion feature of $2,750 was recorded as a discount to the notes with the offset to Additional Paid In Capital. In May 2011 the holder of the note converted $10,000 of principal into 750,000 shares of common stock and the discount was expensed to interest. The remaining balance of $36,660 is due on demand. At June 30, 2014 accrued interest was $ 463,391.


A $3,000 convertible promissory note payable to a former officer (more than 6 months ago) is secured by certain assets and equipment of the Company and bore interest at 8% per annum through the due date in November 2010 and is currently in default and bearing interest at 60% the highest lawful rate. A beneficial conversion feature of $3,000 has been recorded as a discount to the note with an offset to additional paid in capital. The discount was fully amortized in 2010. At June 30, 2014 accrued interest was $7,677.


NOTE 5 – NOTES PAYABLE – RELATED PARTIES


Promissory notes payable after being reduced up to and including the end of June 2014 total $36,047 to an officer and shareholder are secured by certain assets and equipment of the Company and  bear interest at 8% and 10% per annum and are due on demand. At June 30, 2014 accrued interest was $827.


Accrued interest and late fees for the notes at June 30, 2014 and December 31, 2013 was $ 1,026,304 and $873,558 respectively.



13



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 6 - 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 June 30, 2014 and December 31, 2013.


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.  


In December 2010 proceeds were received for 200,000 common shares at $.15 per share and 50,000 common shares at $.20 per share for a total of $ 40,000. These shares were issued in June 2011.


In January 2011 the Company issued 588,235 common shares at $.17 per share for total proceeds received of $100,000.

 

In February 2011 the Company issued 404,040 common shares pursuant to a convertible option of a note payable totaling $12,000 at $.0297 per share.


In June 2011 the Company issued 200,000 common shares for compensation services at a value of $.015 per share.


In June 2011 the Company issued 750,000 common shares pursuant to a convertible option of a note payable totaling $10,000 at $.013 per share.


In June 2011 the Company issued 175,739 common shares at a value of $.015 per share in exchange for consulting services accrued as a liability at December 31, 2010 in the amount of $ 37,500. The difference of $34,864 has been recorded as a gain on debt settlement.


In May 2012 the Company issued 3,316,500 common shares for consulting services at a value of $.035 per share (see Note 10).


In May 2012 the Company issued 275,000 common shares as a fee related to financing services at a value of $.0182 per share.


In May 2012 the Company issued 625,000 common shares for compensation services at a value of $.05 per share.


In May 2012 the Company issued 119,783 common shares for compensation services at a value of $.045 per share.


In May 2013 the Company issued 2,600,000 common shares as payment related to a technology purchase agreement at a value of $.0502 per share.


In May 2013 the Company issued 500,000 common shares for compensation services at a value of $.0501 per share.


At June 30, 2013 the Company caused the cancellation of 250,000 shares that had been issued for compensation services 125,000 shares at a value of $.0501 and 125,000 shares at $.05.


In August 2013 the Company issued 555,556 common shares pursuant to a convertible option of notes payable totaling $20,000 at $.036 per share.



14



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 6 - CAPITAL STOCK - CONTINUED


In March 2014 the Company authorized the issuance of 450,000 common shares for compensation services at a value of $.041 per share.


In March 2014 the Company authorized the issuance of 14,210,235 common shares for $397,887 of compensation payable.


In April 2014 the Company authorized the issuance of 200,000 common shares for compensation services at a value of $.05 per share.


In April 2014 the Company authorized the issuance of 474,360 common shares pursuant to a convertible option of notes payable totaling $23,718 at $.05 per share.


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 has a working capital deficit 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.


NOTE 8 - RELATED PARTY TRANSACTIONS


Management Compensation – The Company has accrued executive compensation of $62,500 to the President of the Company for the period ended June 30, 2014 (See Note 10).


The Company has accrued executive compensation of $25,000 to the SVP Technology of the Company for the year to date period ended June 30, 2014 (See Note 10).


NOTE 9 - LOSS PER SHARE


 

 

Three months ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

Loss available to common shareholders (numerator)

 

$

(173,263)

 

$

(289,480)

 

 

 

 

 

 

 

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

 

$

38,009,541

 

 

27,477,008


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.



15



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 10 – COMMITMENTS AND CONTINGENCIES


Compensation agreement - Effective October 1, 2009 through September 30, 2011, the Company entered into a compensation agreement with Shahhid Shafiq Vohra to assist the Company with business development globally for consideration of $90,000 for the contract period to be paid over 12 months plus 100,000 common shares of the Company valued at $0.55 per share which were issued in July 2010. On September 30, 2010 Shahhid Vohra resigned and terminated the agreement. Vohra has threatened legal action after making a claim against the Company of $44,264 through his legal counsel. The Company has claimed back that Vohra owes them $26,052 and intends on pursuing this claim. The $26,052 was charged to operations for the year ended December 31, 2010 as consulting fees. If any funds are received they will be recorded as an expense recovery in the year received.


Compensation agreement - Effective January 1, 2011 the Company entered into a CFO compensation agreement for a term of 5 years to December 31, 2016. The agreement pays an annual base salary of $250,000 and includes a signing bonus of 200,000 shares which was issued in June 2011. The compensation agreement also provides for a cash bonus equal to 3% of the annual EBITDA to a maximum of $15,000,000 in the first year with a 10% increase each year thereafter. This agreement was terminated effective June 30, 2013, $105,000 salary and 200,000 shares were paid under this contract.  


Lease agreement - The Company was committed to a three year lease for office space which commenced July 1, 2010 and expires on June 30, 2013. In September 2011 the lease was terminated by both parties and the Company forfeited its lease deposit and the landlord subsequently subleased the property.


Financing agreement - In April 2010 the Company entered into an investment banking agreement to arrange funding of not less than $6,000,000 through the sale of common shares of the Company. The Company had agreed to pay a fee in the amount of $50,000 of which $15,000 was paid and still held in escrow, to be disbursed for third party due diligence expenses according to the terms of the agreement. Under the terms of the agreement the Company had also agreed to pay a fee of not less than 2% of the monies obtained as a loan and 8% of the monies obtained via equity investors. In November 2010 the Company terminated this agreement due to unfulfilled terms and requested the funds held in escrow to be released back to the Company. As of September 30, 2012 the Company has not received any funds nor any response and has expensed the $15,000 as consulting fees in 2011. If any funds are returned they will be recorded as an expense recovery in the year received.


Compensation agreement The President and Chief Executive Officer agreement pays an annual base salary of $250,000 which has been accrued to date, with a cash bonus annually based on 5% of EBITDA and a stock bonus formulated around the return on invested capital where the issued and outstanding stock of the Company times the rate of return divided by ten will equate to the stock issued.


Administration agreement The agreement for administration services paid a salary of $ 42,038 ($42,000 CAD) per annum which was terminated on December 31, 2011. At March 31, 2013 $57,268 is included in compensation payable on the balance sheet. The accruals and interest for this agreement were settled by the issuance of stock in March 2014.


Consulting agreement - Pursuant to an agreement dated September 15, 2010 the Company entered into a strategic and financial consulting agreement to assist the Company in its current financing activities. As an engagement fee for their services, the consultant was to receive 1,000,000 free trading common shares valued at $.50 per share.



16



TRANSACT ENERGY CORP.

[A Development Stage Company]


NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited – Prepared By Management)


NOTE 10 – COMMITMENTS AND CONTINGENCIES – CONTINUED


In order to facilitate the terms of this agreement the Company by way of special resolution identified certain shareholders of the Company that had sufficient unrestricted common shares and agreed to replace the unrestricted shares with restricted common shares plus an incentive of an additional 10% of bonus shares. In September 2010 the Company issued 1,109,488 common shares, including 100,863 bonus shares, valued at $.50 per share.


In January 2011 the Company, due to the unfulfilled terms by the consultant, demanded a full refund of the shares issued. The Company is currently negotiating for a return of 70% of the original 1,000,000 free trading common shares. As of September 30, 2012 the Company has not received any return of the shares or any response and has expensed the stock subscription receivable in the amount of $550,431 as consulting fees in 2011. If any shares are returned they will be recorded as an expense recovery in the period received.


Financing Agreement- Pursuant to an agreement dated April 27, 2011  the Company agreed to issue a $3,000,000 convertible promissory note payable to a company whose shareholders hold less than 10% in TransAct. The convertible note is unsecured, bears interest at 8 % per annum and is due and payable on April 16, 2013. The note may be repaid by the Company in whole or part without penalty. The holder has the option to convert all or a portion of the entire principal amount on or before April 16, 2013 into a unit consisting of one common share of the Company at $ .40 per share and one warrant to purchase an additional share at $ .80 per share. To date the note has not been funded, however the Company was awarded a court order by the Cypriot courts which was never fulfilled. Given the economic conditions in Cyprus including the state of the banks the Company considers this matter null and void and does not intend on pursuing it any further.


Consulting Agreement-On May 3, 2012 the company entered into an agreement whereby 3,015,000 free trading shares are to be issued in exchange for a $20,000 advance to TransAct and the settlement of any and all obligations given to the parties of the agreement. These shares are intended to be sold to cover their costs including the advances and any balance of these shares not used in settlement would be used to raise capital and split evenly between the parties. The portion that goes to the consulting company will be expensed as consulting fees. In order to facilitate the terms of this agreement the Company by way of special resolution identified certain shareholders of the Company that had sufficient unrestricted common shares and agreed to replace the unrestricted shares with restricted common shares plus an incentive of an additional 10% of bonus shares. In May 30, 2012 the Company issued 3,316,500 common shares, including 301,500 bonus shares, valued at $.036 per share. In June 2014 the company returned the original $20,000.


Loan Agreement-Pursuant to an Agreement on June 28th, 2012 that was extended to August 31, 2012 and then on Aug 30th, 2012 to November 15th, 2012, and is now extended to May 15, 2014; where originally on May 11, 2012 the Company arranged for 3,005,000 free trading shares to be placed as additional security for a $100,000 loan as a retainer for a financing of 100 million dollars. TransAct has a Memorandum of Understanding (MOU) to receive one third or 30 million dollars of this financing.


If these shares are used to repay the loan TransAct will have to issue the shares used plus 10% additional shares to the contributing shareholders and expense whatever shares used as financing costs.


NOTE 11 – SUBSEQUENT EVENTS


The company raised an additional ten thousand dollars under a convertible note on September 6, 2013. The company received notice of conversion on July 24th, 2014 for the convertible note; the conversion rate is four and a half cents ($0.045).


The company received notice of conversion on July 11th, 2014 for a convertible note of eighteen thousand dollars; the conversion rate is five cents ($0.06).



17



ITEM 2.

PLAN OF OPERATIONS


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


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 TransAct Energy Corp. as a Nevada corporation on March 15, 2006. Although our business plan called for the securing and managing of any energy leasehold, the Company focused on securing producing and non-producing oil and gas leases in Alberta, Canada. On September 7, 2006 we acquired a one hundred percent (100%) interest in a Petroleum and Natural Gas Lease, from the province of Alberta, Canada for twelve thousand and fifty-one dollars ($12,051), the MedHat Project. We did not develop this resource. We looked to expand our holdings in Alberta through acquisitions and joint ventures for the following two years. We have since allowed this lease to lapse and moved away from this focus.


A distinct trend appeared in the energy sector supporting sustainable energies. About the same time in late 2008 the Company was introduced to Dr. Mory Gomshei one of the world’s leading geothermal experts and two of his geothermal power (using superheated water from the earth to turn turbines) projects in British Columbia, Canada. The acquisition, resource evaluation, exploration process and administration for geothermal are very similar and in many jurisdictions come under the petroleum sector. We worked with independent companies Aqua Terra Power and Aqua Terra Geothermal through the balance of 2009 on the two geothermal power projects in British Columbia. Other than lending Aqua Terra funds no formal arrangement was entered into pending them securing drill permits on the two projects. These licenses lapsed under their original owners and were re-posted by the government for public tender; an Ontario corporation associated with Dr. Ghomshei acquired most of the original licences and have initiated drilling applications. We entered discussions with this entity in the latter half of 2011 to form a Farm-in relationship. We have put these discussions on hold pending the completion of our first operating plants in the Energy from Waste Division although we are maintaining dialogue with Dr. Gomshei as it relates to utilizing Geothermal in the plants themselves.


TransAct in mid-2009 started introducing the concept of geothermal power to markets in Western and South Asia with the plan to enter joint venture relationships to develop geothermal power projects in these areas. To enter these markets as a power producer the Company found it strategic to develop traditional carbon fuelled power projects in addition. After discussions with the Republic of Iraq regarding geothermal opportunities in Northern Iraq, the Company, together with Spectrum Energy Project Investments (a UAE power company), submitted applications to the Basra Investment Commission to develop/manage three natural gas power plants. These multi-billion dollar projects come with long-term power purchase agreements (PPA) and sovereign guarantees and our application through Spectrum was shortlisted. We were unsuccessful in completing our acquisition of 50% of Spectrum and the initial offering lapsed.


On August 31, 2009, TransAct Energy completed and closed its initial public offering at twenty-five cents ($0.25) per share selling one million one hundred and two thousand shares (1,102,000) for a total capital raise of two-hundred and seventy four thousand three hundred and ninety-eight dollars ($274,398 USD). The majority of these funds were placed with Aqua Terra Power as convertible notes to secure and develop the four (4) geothermal licenses in British Columbia, Canada; the balance was used to pay the costs of the offering and a small amount went to working capital.


The Company was approved for listing on the OTCBB in December 2009 and received the trading symbol “TEGY.”



18




Throughout 2010 we laid the ground work for large power projects in South Europe, Asia and Africa; smaller projects for solar, waste to energy and hydrogen fuel cells specifically in India. We worked to secure markets for geothermal, new solar photo-voltaic, waste to energy and hydrogen fuel cell generators.


Joint development agreement negotiations took place in December 2010 clearing the way for Transact to enter into one major project in South East Asia in 2011. This project was stalled throughout 2011 because TransAct was unable to secure the funds it required to proceed.


The 2011 year was frustrated with the company’s inability to collect raised or earned funds into the company’s bank account. Thus projects, joint ventures and previous efforts were postponed or lost permanently. While we did maintain the company’s trading status the year was taken up with collection efforts and supporting business relationships while in limbo. We did initiate discussions on new waste to energy technologies to leverage the work we had done previously in this sector.


The Company’s 2012 efforts were focused on building out its Energy from Waste (“EfW”) division, TransAct Energy from Waste. We completed a Business Plan for this division and entered a Joint Development Agreement with the owners of a proprietary emissions free EfW technology that has been operating a 20 tonne per day plant for the past two years. We reconnected with clients in India and Brazil for future EfW opportunities. From the second quarter through to the end of 2012 we worked to raise the necessary funds to build a municipal scale plant (500 tonnes per day) in Scotland.


2013 continued as a building year for both the company and its EfW division. We completed the acquisition of our EfW technology from the Scottish Inventor and brought him on as a long term member of our team. We successfully negotiated a relationship with the international firm Fichtner Consulting Engineers in order to complete the certification of our plants going forward. We identified suppliers of waste for the proposed United Kingdom plants, initiated the relationships for the uptake of the Natural Gas and Electricity in the United Kingdom and tentatively sourced the capital required for the first plant in the United Kingdom. Globally we negotiated the intent to build a plant in Mexico that includes the required equity and waste. In Brazil we initiated a relationship to create a green energy fund in order to grow both the market in Brazil and the other strategic areas of South America. Initial talks have taken place with potential development partners for a few of the major Brazil markets pending the success of the UK or Mexico plant. In the USA and China we are in talks with potential development partners that can deliver significant capital/waste and see our technology as the best solution going forward.


The first quarter of 2014 we finalized a conditional share purchase agreement with a newly formed Puebla Waste Consortium (“PWC”) to develop two, Zero Emissions Waste Optimization PlantsTM (Z.E.W.O.P. TM) in Puebla, Mexico capable of processing over 1800 metric tons per day. The plants will cost approximately one hundred and twenty five million dollars each. In principal PWC would deliver 30% of the money required to build the plants, long term (10 years or more) binding contracts on the Puebla Municipal Solid Waste, the permits/permissions required to operate the plants and off-take agreements on any of the products produced from the plant that come under national prevue. TransAct will secure the balance of funding through third party financing and oversee the development and operation of the same. To date PWC have obtained the support of the Municipality of Puebla, the State of Puebla and the Federal Government. The municipality has authorized the use of Fichtner Engineering as a credible third party to vet the technology in the form of a Phase 1 Engineering Review and PWC has provided the funds for the review. TransAct has third party lenders representing they are interested to proceed subject to overall security of the financing, the validity of the feedstock and off-take agreements.


The second quarter of 2014 included the site selection process in Puebla, MX where two sites were identified and one secured under contract. A legal survey for boundaries and elevations has been completed on the first Puebla site. The Phase one engineering review (FEED study) was initiated with Fichtner Consulting Engineers through a kickoff meeting in their Manchester offices. The study is expected to wrap up in the third quarter of 2014. Initial efforts were made throughout the quarter to identify the suppliers of the various components that will be utilized in the Puebla Z.E.W.O.P. PWC initiated dialogue with several key buyers for the products that will come out of the Puebla Z.E.W.O.P. with favorable results subject to confirming delivery schedules, volumes and specifications.


Besides the Puebla Z.E.W.O.P. preparations we continued to work with financiers out of Europe, Brazil and the USA and have made headway in all three areas to secure funding for plants subsequent to the launch of Puebla. We also continued with the corporate planning preparing to establish subsidiaries for Europe, Brazil and Mexico. TransAct continued its recruiting drive seeking and interviewing new executive talent for Europe, Brazil and Mexico.




19




PLAN OF OPERATION

 

Puebla is our opportunity to demonstrate to Mexico and the World a municipal scale solution to managing waste without emissions and land filling. Through the third quarter of 2014 we will complete the Phase 1 engineering review for the plants in Puebla. Provided the municipality is satisfied with the results of the study we will proceed to finalizing the acquisition of two sites for Z.E.W.O.P. TM and feedstock agreements from the City of Puebla. With that done we can proceed to final design for construction, tendering and procurement. We will look to establish manufacturing of our proprietary reactors in Mexico in order to supply the demand for both Mexico and the USA. Throughout this period we will finalize long-term off-take agreements for the Puebla Z.E.W.O.P. TM products subject to establishing an opening date. These elements are expected to be completed in the third quarter leading then to finalizing the balance of the capital required through financing.


We have continued to work with several groups of financiers in regards to our plants in the United Kingdom. One group in particular we have negotiated a term sheet with, which has now been incorporated into a mandate letter. We anticipate being able to finalize this mandate letter through the third quarter as the negotiations in this regard were completed in the second quarter. The mandate is subject to a variety of due diligence and as such is not material until all conditions are met. We will work throughout the third quarter to satisfy the mandates letters conditions and create a material financing agreement that will fund the construction of two plants in the United Kingdom.


Our efforts in Brazil have generated multiple opportunities for Z.E.W.O.P. TM and the capital required to develop the same. We intend on continuing to work these opportunities in order to secure a foothold in these markets and have scheduled visits in both Rio de Janeiro and San Paulo in September. The meetings are with parties that have control over vast quantities of waste and desire to meet the no-landfill legislation imposed for 2016.


Besides finding capital for individual projects, until such time as the first revenues from operations come in, our corporate operations will continue to be funded by raising money through private placements or public offerings. We anticipate bringing on an expanded management team to oversee our operational growth throughout this year and plan on raising additional capital as required.


SUBSEQUENT EVENTS


The company raised an additional ten thousand dollars under a convertible note on September 6, 2013. The company received notice of conversion on July 24th, 2014 for the convertible note; the conversion rate is four and a half cents ($0.045).


The company received notice of conversion on July 11th, 2014 for a convertible note of eighteen thousand dollars; the conversion rate is five cents ($0.06).


RESULTS OF OPERATIONS


Results of Operations for the Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013


Up to the period ended June 30, 2014, the Company worked diligently on its business and maintaining its reporting status with the SEC. However due to finances we were forced to file our 2013 Annual Report without auditors review.


We did not generate any revenue from April 1, 2014 to June 30, 2014 as was the same for the three month period in 2013. For the three months ended June 30, 2014 our general and administrative expenses were $93,714 compared to ($370,078) for the same period in 2013. Expenses consisted primarily of compensation, consulting and travel expenses of $81,684. Management compensation was $58,336.25 for the three month period ending June 30, 2014 and was $386,667 for the period ending June 30, 2013. Interest Expense for the three months ending June 30, 2014 was $79,549 compared to $80,598 for the same period in 2013. As a result, we have reported a net loss before taxes of ($173263) for the Three Months ended June 30, 2014 compared to a gain of ($289,480) for the same period last year.


20




Stock-Based Compensation Costs


There was $10,000 stock based compensation for the period ended June 30, 2014 and 0 for 2013. The board of directors elected to convert $397,887 of Compensation Payable to common stock which was issued during the period. Any shares issued are a part of our executive compensation plan, and are issued to obtain, retain and motivate our directors, executives and employees.


LIQUIDITY AND CAPITAL RESOURCES


As of June 30, 2014 other than recording a prepaid expense of $106,525 and $102,156 cash on hand we have no current assets. Our current liabilities consist of accounts payable in the amount of $248,038, accrued interest of $1,025,477, compensation payable of $908,334, Notes payable, net of any discount of $01,448 and the Project Deposit we have for Puebla of $134,086.


NEED FOR ADDITIONAL FINANCING


The Company made a public offering of up to 2,000,000 shares of common stock. The Company filed a registration statement with the United States Securities and Exchange Commission on Form S-1. The offering was declared effective on December 12, 2008. An offering price of $0.25 per share had arbitrarily been determined by the Company. The offering was managed by the Company without any underwriter. The shares were offered and sold by officers and directors of the Company, who received 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 Company filed a post-effective amendment to its registration statement which was declared effective on July 17, 2009. The offering was closed at August 31, 2009. The Company raised a total of $275,500 and subsequently issued 1,102,000 common shares.


The Company will need to raise significant capital (several million dollars) over the next year, some of which may need to be done by way of selling equity in the Company. Depending on the market price and the terms that can be negotiated this will result in the dilution of current shareholders of the Company’s stock.


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 March 31, 2014, the end of the period covered by this report.



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(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.


Our Company is not a party to any bankruptcy, receivership or other legal proceeding.


Terra Energy Corp. who’s President Chris van Vliet is a shareholder of TransAct through his legal council Palkowski & Company threatened in October 2010 to take legal action against TransAct Energy Corp. in regards to a $10,000 convertible promissory note. Terra Energy demanded conversion of the note to which TransAct Energy decided under the terms of the note they were not entitled to and instead issued them a cheque for payment in full which was promptly refused by Terra Energy. Since this time their legal council Mr. Robert J. Palkowski is no longer practising law and no further action has been taken. Terra Energy has verbally represented that they will only be satisfied with an issuance of common stock as demanded. We have had a legal review of the note in question and will defend the Company vigorously from any further claim.


Aqua Terra Power Corp. whose president is Chris van Vliet a shareholder of TransAct Energy Corp. borrowed money from TransAct Energy in regards to geothermal projects in British Columbia, Canada. At the time TransAct was contemplating acquiring Aqua Terra Power if they were successful in their geothermal exploration. Aqua Terra was not successful and any contemplated relationship was terminated. Since that time the Aqua Terra notes payable to TransAct Energy, now totalling $306,766.86 (no further interest is accrued on this loan because of its status) matured and were demanded. No payment has been made and to the best of our understanding they have no ability to repay this debt. We will take legal action if the cost of said action can be justified.


Mr. Shahhid Vohra was under a two year contract with TransAct Energy Corp. this relationship was terminated by Vohra and accepted effective the end of September 2010. Vohra threatened legal action after making a claim against the Company of $44,263.66 through his council Robert J. Palkowski. The Company disagreed with the claim and instead claimed back that Vohra owed them $26,052.80. The Company intends on pursuing these funds. Vohra to date has taken no further action other than disparaging the Company to clients Vohra was aware of. The Company is assessing if any material damage has occurred.


Apollo Financial Management Group, LLC and their attorney Robert Cook accepted escrow funds from TransAct Energy in the amount of $15,000. The terms of the agreement with Apollo were never met and TransAct terminated the agreement and demanded repayment of the escrow funds. To date there has been no return of the funds nor any response to our claims so the Company will evaluate its next legal steps in collecting its money.


Circle Choice Ltd a Cyprus company entered an agreement to lend three million dollars to the Company. They chose not to fund this agreement in a reasonable timeframe and TransAct was forced to take legal action in Cyprus to conclude this transaction. The Company was awarded a court order by the Cypriot courts forcing Circle Choice to release the funds to TransAct. Further legal action was taken to force Circle Choice’s bank to cooperate in the transfer of the said funds this process has been on going to this date, however given the recent banking events in Cyprus, the fact the notes term elapsed on April 16, 2013 without receipt of the funds it is unlikely the company will take any further action in this matter.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


There have been sales of Company securities during the three months ended June 30, 2014. The sales consisted of an offer from the BOD dated Mar 5, 2014 to convert, Three Hundred and Ninety-Seven Thousand Eight hundred and Eighty-six dollars and sixty cents ($397,886.60) of compensation and interest payable into stock of the company for $0.028 per share on March 26, 2014.


Further, lenders have elected during the quarter to convert $23, 718 of their principal amounts outstanding under notes into common stock at $0.05 per share these proceeds have been used in the general and administrative costs of the company. These conversions also grant them a warrant in the same amount at 75% of the market price or $0.05 whichever is higher.



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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4.

REMOVED AND RESERVED


None.


ITEM 5.

OTHER INFORMATION.


None


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

31.1

 

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

 

Attached

31.2

 

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

 

Attached

32.1

 

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

 

Attached

32.2

 

Certification of the 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.



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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: July 24, 2014

By: /s/ Rod Bartlett

Rod Bartlett

President,

Chief Executive Officer



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