TRANSACT ENERGY CORP - Quarter Report: 2011 September (Form 10-Q)

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, 2011.

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)

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.

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 November 18, 2011: 22,332,669

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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, 2011 and 2010 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, 2010 audited financial statements. The results of operations for the periods ended September 30, 2011 and 2010 are not necessarily indicative of the operating results for the full year.

2

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TRANSACT ENERGY CORP.

[A Development Stage Company]

INTERIM FINANCIAL STATEMENTS

SEPTEMBER  30, 2011

(Unaudited)

3

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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

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TRANSACT ENERGY CORP.
(A Development Stage Company)
INTERIM BALANCE SHEETS
		September 30,		December 31,
		2011		2010
		(Unaudited)
ASSETS
Current Assets
Cash	$	-	$	2,498
Prepaid expenses		1,398		903
Total Current Assets		1,398		3,401
Software, net		1,353		2,223
	$	2,751	$	5,624
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Bank indebtedness	$	2,005	$	-
Accounts payable		146,138		60,919
Accounts payable - related party		-		6,384
Accrued interest		14,040		2,515
Accrued interest - related party		161,241		10,149
Compensation payable		592,548		289,949
Deposit  for stock purchase		-		40,000
Notes payable - net of discount		58,691		37,855
Notes payable - Related parties, net of discount		168,467		104,777
Total Current Liabilities		1,143,130		552,548
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    22,332,669 (Dec 2010 - 19,964,655) shares  issued and outstanding
		22,333		19,965
Capital in excess of par value		1,518,275		1,350,257
Subscriptions receivable		-		(550,431)
Deficit accumulated during the development stage		(2,680,987)		(1,366,715)
Total Stockholders' Equity (Deficit)		(1,140,379)		(546,924)
	$	2,751	$	5,624
The accompanying notes are an integral part of these financial statements.

5

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6

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(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 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  September 30, 2011 and 2010 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, 2010 audited financial statements.  The results of operations for the periods ended September 30, 2011 and 2010 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 September 30, 2011 and 2010 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, 2010 and 2009, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 2011 and December 31, 2010. 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.

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

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 – RELATED PARTY

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

				Accumulated		Net Book Value
		Cost		Amortization		September 30, 2011		December 31  2010
Software	$	3,480	$	2,127	$	1,353	$	2,223

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

NOTE 4 – NOTES PAYABLE

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.

Accrued interest for the notes at September 30, 2011 and December 31, 2010 were $ 0 and $2,515 respectively. 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 will be amortized over the life of the notes. Interest expense relating to the notes for the period ended September 30, 2011 was $ 0. The remaining unamortized discount has been expensed as interest  since the note was repaid during the period.

The $25,000 and $19,252 ($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 $1,925 ($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 $12,408 at September 30, 2011.

The $15,555 ($15,000 CAD) promissory note payable dated May 27, 2011 is unsecured and bears interest at 10% per annum. The note is due on demand and may be prepaid in whole or part without penalty. $5,185 ($5,000 CAD) was repaid during the period ended September 30,2011. Accrued interest was $ 477 at September 30, 2011.

The $ 4,813 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $481 ($500 CAD) upto September 16,2011 and $ 48 ($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 $ 1,155 at September 30, 2011.

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

a)

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 September 30, 2011 accrued interest was $ 2,934.

b)

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 September 30, 2011 accrued interest was $4,358.

c)

Promissory notes payable totalling $74,277 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 September 30, 2011 accrued interest was:

$ 8,646.

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

NOTE 5 – NOTES PAYABLE – RELATED PARTIES (CONTINUED)

d)

A $3,000 convertible promissory note payable to a former officer 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 September 30, 2011 accrued interest was $ 2,279.

e)

A $22,030 promissory note payable dated February 24, 2011 to a former officer 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 September 30, 2011 accrued interest was $ 81,600.

f)

A $46,660 promissory note payable dated April 22, 2011 to a former officer 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 September 30, 2011 accrued interest was $61,423.

Accrued interest and late fees for the notes at September 30, 2011 and  December 31, 2010 was $ 161,241 and $10,149 respectively.

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 September 30, 2011 and December 31, 2010.

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.

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

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 $187,500 to the President of the Company for the period ended September 30, 2011 (See Note 10).

The Company has accrued executive compensation of $ 187,500 to the CFO of the Company for the period ended September 30, 2011 (See Note 10).

NOTE 9 - LOSS PER SHARE

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

                  

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 – 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.

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

NOTE 10 – COMMITMENTS AND CONTINGENCIES - CONTINUED

Lease agreement - The Company is committed to a three year lease for office space which commences July 1, 2010 and expires on June 30, 2013. The annual minimum lease payments over this three year period for this office space are $8 ,556 ($8,888 CAD) per year plus common area costs and Harmonized Sales Tax. The future minimum lease payments through June 30, 2013 are as follows:

Year ending December 31,	2011	$	8,556
	2012		8,556
	2013		4,278
		$	21,390

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, 2011 the Company has not received any funds or any response. The amount was expensed as consulting fees in the year ended December 31, 2010. 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 - Effective July 1, 2010 the Company entered into an office administration compensation agreement for one year to June 30, 2011 which includes a   salary of $ 40,429 ($42,000 CAD)  per annum. At September 30, 2011 $ 33,042 is included in compensation payable on the balance sheet. This contract has not been extended but will continue on a month to month basis.

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.

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, 2011 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. If any shares are returned they will be recorded as an expense recovery in the period received

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TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBR 30, 2011

(Unaudited)

NOTE 10 – COMMITMENTS AND CONTINGENCIES – CONTINUED

Collaboration agreement - On October 22, 2010 the Company entered into a collaboration agreement to license, sell and distribute certain fuel cell technology in India. The purchase price for the distribution rights is as follows:

i)

50% of the purchase price ($5 million)  to be paid within 30 days after October 22, 2010;

ii)

25% of the purchase price ($2.5 million)  to be paid on or before January 1, 2011;

iii)

25% of the purchase price ($2.5 million)  to be paid on or before January 1, 2012;

If bona fide purchase orders of 10,000 or more are attained on or before January 1, 2012 and completed on or before January 1, 2013, the distributions rights fee will be waived.

The agreement also provides for an option to acquire a license to manufacture, sell and distribute products in India for $15,000,000. The agreement is currently in default and to date no payments have been made pursuant to this agreement. Management has determined the terms of this agreement to be null and void and will not pursue any terms under this agreement.  

NOTE 11 – SUBSEQUENT EVENT

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 and is waiting for the courts to enforce the holder’s bank to release the funds to the Company.    

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events to disclose.

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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 as a Nevada corporation on March 15, 2006 as TransAct Energy Corp. 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 discontinued our efforts in Alberta and allowed this lease to lapse.

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 resource 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.  Aqua Terra Power was unsuccessful in extending the licenses or converting them to leases and as such no further work was done.

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 offer 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.

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

Throughout 2010 we laid the ground work for large power projects in South Europe, Asia and Africa; smaller projects for solar and hydrogen fuel cells specifically in India.  We worked to secure markets for new solar photo-voltaic 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; the Company concluded the year negotiating capital to fund its first quarter operating budget.  

A $3 Million dollar financing was contracted at the beginning of the second quarter, however the funds release has been hampered by legalities and international banking technicalities. There is no assurance this funding will have a positive conclusion. We have worked throughout the second quarter to complete our funding and maintained our negotiated status on all of our potential projects and technologies. We would expect to continue with many of the projects initiated upon successfully concluding the financing.

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PLAN OF OPERATION

The Company works to secure long-term power projects under build own operate (“BOO”) schemes that have guaranteed revenues. These long-term projects will provide the foundation for the Company’s future earnings.  To secure these projects we have been building relationships in power deficit countries where projects can attract international funding and underwriting. Joint Venture relationships are formed with local partners, international contractors and engineers to facilitate a sustainable project with limited environmental impact. The Company intends to conclude a joint development agreement on one significant power project during this year.

To further enhance the Company’s ability to access markets the Company identifies and secures technologies that are used in sustainable power generation. By incorporating technologies that utilize energy more efficiently we are able to generate more power with less energy impact and with potentially greater profit (see Figure 1 for current levelized costs).  TransAct’s relationships with three different companies in solar, wind, geothermal and thermal power production technologies could provide us with lower levelized costs across the board  providing significant competitive advantages. As a lateral extension to the Company’s core business of producing electricity, the Company intends on establishing joint venture relationships to manufacture its secured technologies.  By controlling the supply chain of our own technologies we are able to secure joint venture relationships for solar and wind farms that are already through the licensing process.

We intend to continue our efforts to communicate the Company’s mission to would be investors, financiers and existing shareholders through our website, press releases, interviews and direct meetings with the stock brokerage community. To this end we intend to engage the services of an investor/public relations firm upon conclusion of a financing.  

In terms of project financing the Company has conditional expressions of interest to finance its first projects and will continue to develop project financing relationships with key banks, individuals and underwriters. The Company is also developing funding sources that will take out the construction debt/equity structures upon power plant commissioning; in order that the funder may secure ten to fifteen year guaranteed revenue streams. This will allow TransAct and its joint venture partners to move their funds into other projects on an ongoing basis.  We continued through the second quarter to conclude financing for the Company that will be instrumental in meeting the Company’s obligations and launch several sustainable power initiatives.

SUBSEQUENT EVENTS

TransAct arranged for a loan of one hundred thousand dollars($100,000) in September 2011, that is for a period of 90 days with $10,000 payable as a fee for first 30 days  and interest of  $5,000 per 30 day period until all principal and interest is paid in full. The funds were never released during the quarter and as of this date have not been received we are considering this commitment null and void with no further obligations by either party. Any interest that may have been payable under this arrangement will not be.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, 2011 Compared to The Three Months Ended September 30, 2010

During the three months ended September 30, 2011, the Company worked diligently on its business and maintaining its reporting status with the SEC

We did not generate any revenue from July 1, 2011 to September 30, 2011 as was the same for the three month period in 2010. For the three months ended September 30, 2011 our general and administrative expenses were $148,826 compared to $251,488 for the same period in 2010. Expenses consisted of professional fees, administrative and management fees and miscellaneous expenses.  The main difference between the two periods was management compensation which was $172,500 for the period ending 2010 and $125,000 for the period ending September 30, 2011.   Consulting fees were $0 for the period with $96,000 reported in 2010.  Travel/ Meeting expenses were $ 0 versus $8,252 for the previous year three months September 30, 2010. As a result, we have reported a net loss of $(227,055) for the Three Month period ended September 30, 2011.

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Results of Operations for the Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010

We did not generate any revenue from January 1, 2011 to September 30, 2011 as was the same for the nine month period in 2010. For the nine months ended September 30, 2011 our general and administrative expenses were $1,125,168 compared to $563,832for the same period in 2010. Expenses consisted of professional fees, administrative and management fees and miscellaneous expenses. The main difference between the two periods was management compensation which was $414,337 for the period ending 2010 and $378,000 for the period ending September 30, 2011. Consulting fees were $ 638,028 for the  period ended September  30,2011 with $145,095 reported in 2010.   As a result, we have reported a net loss of $(1,314,271) for the Nine Month period ended September 30, 2011.

Stock-Based Compensation Costs

There was no stock based compensation for the period ended September 30, 2011 and 2010. 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 September 30, 2011 The main current asset is a prepaid expense of $1,398.  Our current liabilities consist of accounts payable in the amount of $146,138, accrued interest of $175,281, compensation payable of $592,548 and Notes payable, net of discount of $227,158.

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 $.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 over the next year, some of which will 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 September 30, 2011, 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.

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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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 is on going to this date.

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

The Company sold 588,235 shares for $100,000 in January 2011 to an offshore accredited investor.

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
10	Material Contract	Attached
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: November 21, 2011

By: /s/ Rod Bartlett                   

Rod Bartlett

President,

Chief Executive Officer

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