TRANSACT ENERGY CORP - Quarter Report: 2014 September (Form 10-Q)

FORM 10-Q Quarterly Report

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, 2014.

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 September 30, 2014: 47,263,426

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, 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 September 30, 2014 and 2013 are not necessarily indicative of the operating results for the full year.

TRANSACT ENERGY CORP.

[A Development Stage Company]

INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

______________

(Unaudited – Prepared by Management)

CONTENTS


		PAGE
Interim Balance Sheets		6

Interim Statements of Operations		7

Interim Statements of Cash Flows		8

Notes to Interim Financial Statements		10

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM BALANCE SHEETS

(Unaudited - Prepared by Management)


	September 30,		December 31,
	2014		2013
ASSETS
Current
Cash	$	29,826	$	67
Prepaid Expenses		108,764		85,525
Total Current Assets		138,590		85,592
Capital Assets		1,714		−
Intellectual Property		130,520		130,520
Software ,net		−		−
	$	270,824	$	216,112

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current
Bank indebtedness	$	−	$	−
Accounts payable		245,473		187,164
Accrued interest		1,104,448		873,558
Accrued interest - related party		694		−
Compensation payable		970,834		1,112,247
Notes payable - net of discount		238,298		251,226
Notes payable - Related parties, net of discount		18,830		54,440
Project Deposits		27,511		−
Total Current Liabilities		2,606,088		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 47,263,426 shares issued and outstanding		47,263		30,076
Capital in excess of par value		2,337,213		1,831,312
Subscriptions receivable		−		−
Deficit accumulated during the development stage		(4,719,740)		(4,123,911)

Total Stockholders' Equity (Deficit)		(2,335,264)		(2,262,523)

	$	270,824	$	216,112

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM STATEMENT OF OPERATIONS

(Unaudited - Prepared by Management)


	Cumulative from inception March 15, 2006 September 30, 2014 ($)		Three months ended September 30, 2014 ($)		Nine months ended September 30, 2014 ($)		Three months ended September 30, 2013 ($)		Nine months ended September 30, 2013 ($)

REVENUE		−		−		−		−		−

EXPENSES
General and administrative		3,118,977		88,905		398,539		93,980		(148,370)
Unsuccessful lease purchases		18,673		−		−		−		−

Total Expenses		3,137,650		88,905		398,539		93,980		(148,370)


LOSS BEFORE OTHER INCOME (EXPENSE)		(3,137,650)		(88,905)		(398,539)		(93,980)		148,370

Interest income		50,954		−		−		−		−
Interest expense		(1,355,750)		(79,665)		(238,104)		(82,589)		(242,907)
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)		−		−		−		−

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(4,719,740)		(168,570)		(636,643)		(176,569)		(94,537)

CURRENT TAX EXPENSE		−		−		−		−		−

DEFFRRED TAX EXPENSE		−		−		−		−		−

NET LOSS		(4,719,740)		(168,570)		(636,643)		(176,569)		(94,537)

LOSS PER COMMON SHARE				(0.005)		(0.018)		(0.01)		(0.00)

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)


	from inception March 15, 2006 to September 30, 2014		Nine months ended September 30, 2014		Nine months ended September 30, 2013

Cash Flow From Operating Activities:
Net loss for the period	$	(4,719,740)	$	(636,643)	$	(94,537)
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	$	(108,764)	$	(23,239)	$	−
Increase (decrease) in accounts payable		245,473		60,931		(6,337)
Increase in compensation payable		970,834		(138,744)		(274,775)
Increase in accrued interest		1,104,448		234,447		231,342
Net Cash (used) by Operating Activities		(709,823)		(75,883)		(130,519)

Cash Flows From Investing Activities:
Acquisition of oil and gas leases		(12,684)		−		−
Acquisition of Intellectual Property		(130,520)		−		(130,250)
		(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		729,871		136,563		150,250
Proceeds received for stock not yet issued		40,000		−		−
Stock offering costs		(13,263)		−		−
Proceeds from notes payable		661,482		−		131,200
Repayment of notes payable		(281,522)		(32,635)		(17,700)
Net Cash Provided by Financing Activities		1,136,568		103,928		263,750



Net Increase (Decrease) in Cash		29,826		29,759		2,981

Cash (Bank Indebtedness) at Beginning of Period	$	−	$	67	$	(3)

Cash at End of Period	$	29,826	$	29,826	$	2,978

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 September 30, 2012 and 2011:
Shares issued for services	$	875,966	$	465,855	$	13,788
Shares issued on conversion of debt	$	729,871	$	136,563	$	555,556
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		−		−

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

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 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 alternative/sustainable energy sources globally primarily using waste. 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, 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 September 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 September 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 September 30, 2014 and September 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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 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


		Accumulated		Net Book Value		September 30,		December 31,
		Cost		Amortization		2014		2013

Software	$	3,480	$	3,480	$	−	$	−

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 4 – NOTES PAYABLE

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, 2014 accrued interest was $10,046.

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 $107,988 at September 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 $ 50,114 at September 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 September 30, 2014 accrued interest was unchanged at $274. The principal was repaid May 6, 2014

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

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 September 30, 2014 accrued interest was unchanged at $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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 4 – NOTES PAYABLE (CONTINUED)

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. This note was subsequently converted and as such has been paid out in full. Interest was repaid to July 24, 2014 and was $1045.

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 September 30, 2014 accrued interest was $ 508,560.

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 September 30, 2014 accrued interest was $ 497,421.

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 September 30, 2014 accrued interest was $8,131.

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

Promissory notes payable after being reduced up to and including the end of September 2014 total $18,830 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, 2014 accrued interest was $2,697 but paid down to $694.

Accrued interest and late fees for the notes at September 30, 2014 and December 31, 2013 was $ 1,105,142 and $873,558 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, 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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 6 - CAPITAL STOCK (CONTINUED)

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.

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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 6 - CAPITAL STOCK (CONTINUED)

In August 2014 the Company authorized the issuance of 221,778 common shares pursuant to a convertible option of notes payable totaling $9,980 at $.045 per share.

In August 2014 the Company authorized the issuance of 300,000 common shares pursuant to a convertible option of notes payable totaling $18,000 at $.06 per share.

In September 2014 the Company authorized the issuance of 665,780 common shares pursuant to a convertible option of notes payable totaling $39,975 at $.06 per share.

In September 2014 the Company authorized the issuance of 641,715 common shares pursuant to a convertible option of notes payable totaling $44,920 at $.07 per share.

See Note 10 regarding a subscription agreement dated September 27, 2014

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 year to date period ended September 30, 2014 (See Note 10).

The Company has paid executive compensation of $75,000 to the SVP Technology of the Company for the year to date period ended September 30, 2014 (See Note 10).

$54,164 of Management Compensation has been allocated against the Project Deposit of Puebla, MX.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 9 – LOSS PER SHARE

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


		Three months		Nine months		Three months		Nine months
		ended		ended		ended		ended
		September 30,		September 30,		September 30,		September 30,
		2014		2014		2013		2013

Loss available to common shareholders (numerator)	$	(168,570)	$	(636,643)	$	(176,569)	$	(94,537)

Weighted average number of common shares outstanding during the period used in loss per share (denominator)		47,263,426		36,282,845		30,074,508		28,237,110

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. 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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 10 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

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.

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.

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited – Prepared By Management)

NOTE 10 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

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 28^th, 2012 that was extended to August 31, 2012 and then on Aug 30^th, 2012 to November 15^th, 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.

Consulting Agreement-On August 20^th, 2014 the company entered into an Engineering Services Agreement to facilitate the design/build of the proprietary reactors for the Puebla, MX Zero Emissions Waste Optimization Plant. The estimated cost of the contract is $450,000 over the next 12 months, out of pocket resimbursements, cost plus 10% on all material and outside labor and a stock bonus of 150,000 common shares upon completion of the scope of work. To date the company has paid $18,082.

Subscription Agreement- Pursuant to an Agreement on September 27^th, 2014 the company agreed to sell restricted securities of the Company in the form of common stock upon receipt of three tranches of capital equaling $1,200,000 each. The common stock is to be sold for $0.50 for the first tranche of 2,400,000 shares and is due in the week of September 28, 2014, $1.00 for the second tranche of 1,200,000 shares and is due in the week of March 1, 2015, $1.50 for the third tranche of 800,000 shares due in August 2^nd, 2015. To date the first tranche has not been paid in.

NOTE 11 – SUBSEQUENT EVENTS

The company raised an additional fifty thousand five hundred and forty five dollars ($50,545) under an offshore restricted securities agreement dated October 15, 2013 providing a share price of $0.22 for 229,750 restricted common shares.

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.”

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 Plants_TM (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. 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.

Third quarter 2014, we continued with the Fichtner FEED study, concluding the heat and mass balance portion a critical step in accounting for the 1320 tons of MSW to be processed through each Z.E.W.O.P._TM. Fichtner has proceeded to equipment layouts, line drawings, CAPEX/OPEX budgets and are working to conclude the report in November. Because of the specialized nature of many of the Z.E.W.O.P._TMcomponents we have initiated some of the equipment procurement in advance of concluding the F.E.E.D. study. As a result we entered a design/supply agreement for our proprietary reactors with a specialized engineering firm in Australia (see attached).

The heat and mass balance provided us with more accurate estimates of the volumes of the products we will produce allowing us to launch our pre-sales efforts in Mexico throughout the quarter. As a result we have serious interest from several substantial buyers and expect to conclude long-term sales contracts going forward.

The Company formed subsidiary corporations in Ireland and Mexico. In Ireland we established the wholly owned subsidiary “TransAct Energy Global Ltd”, this company will in turn wholly own each national subsidiary. The first national subsidiary of TransAct Global is “TransAct Energy Mexico” which will own a majority shareholding of each holding company that owns a Z.E.W.O.P._TM like “Puebla ZEWOP 1”.

During the third quarter TransAct set out to raise corporate operating capital for the next fourteen months, budgeted at $3.6 Million. We successfully contracted the same through Solo Investments of Brazil. Solo is the same company building an independent investment fund to finance the construction of multiple Z.E.W.O.P._TM ‘s in Brazil.

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 fourth 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 fourth 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 fourth 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 fourth 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._TMand the capital required developing 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 December. 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 first tranche of $1.2 Million was due in our bank the first week of October; however Solo Investments requested an extension of three weeks to conclude liquidating assets for the required capital.

The company raised an additional fifty thousand five hundred and forty five dollars ($50,545 USD) under an Offshore Restricted Securities Subscription Agreement dated October 15, 2014.

RESULTS OF OPERATIONS

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

Up to the period ended September 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 July 1, 2014 to September 30, 2014 as was the same for the three month period in 2013. For the three months ended September 30, 2014 our general and administrative expenses were $88,905 compared to $93,980 for the same period in 2013. Expenses consisted primarily of compensation and travel expenses of $80,684. Management compensation was $62,500 for the three month period ending September 30, 2014 and was $87,500 for the period ending September 30, 2013. Interest Expense for the three months ending September 30, 2014 was $79,665 compared to $82,589 for the same period in 2013. As a result, we have reported a net loss before taxes of ($168,570) for the Three Months ended September 30, 2014 compared to a loss of ($176,569) for the same period last year.

Stock-Based Compensation Costs

There was $0 stock based compensation for the period ended September 30, 2014 and 0 for 2013. 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, 2014 our current assets are $138,590made up of prepaid expenses of $106,525 and $29,826 cash on hand. Our current liabilities consist of accounts payable in the amount of $245,473, accrued interest of $1,105,142, compensation payable of $970,834, Notes payable, net of any discount of $257,128 and the Project Deposit we have remaining for Puebla of $27,511.

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.

As per our previous note herein and previously filed 8K the Company raised $3.6 Million in capital to cover the next fourteen months to expected cash flow from our Z.E.W.O.P._TMin Puebla. This will result in further dilution of 4.4 Million shares.

There is no guarantee the Company will not need to raise further significant capital 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 September 30, 2014, the end of the period covered by this report.

(b)

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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 counsel 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 counsel 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.

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

There have been sales of Company securities during the three months ended September 30, 2014. The sale consisted of an Offshore Restricted Securities Agreement dated September 27, 2014 providing for Three Million Six Hundred Thousand dollars ($3,600,000.00) in three equal tranches to be paid to TransAct for the issuance of restricted common stock of the company for $0.50, $1.00 and $1.50 respectively. Upon receipt these funds will be used to compensate additional staff, retire payables and secure our day to day operations.

Further, lenders have elected during the quarter to convert $112,845 of their principal amounts outstanding under notes into common stock at $0.045 through to $0.07 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 $0.04 through $0.07 whichever is higher.

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	Engineering Services Agreement (Redacted)	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.

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: October 28, 2014

By:

/s/ Rod Bartlett

Rod Bartlett

President,

Chief Executive Officer