TRANSACT ENERGY CORP - Quarter Report: 2015 June (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 June 30, 2015.

. 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. X . Yes . No

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

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

Large accelerated filer .

Accelerated filer .

Non-accelerated filer . (Do not check if a smaller reporting company)

Smaller reporting company X .

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2015: 48,200,348 shares issued and outstanding

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 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, 2014 management prepared financial statements. The results of operations for the periods ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

TRANSACT ENERGY CORP.

[A Development Stage Company]

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2015

______________

(Unaudited – Prepared by Management)

TRANSACT ENERGY CORP.

[A Development Stage Company]

(Unaudited - Prepared by Management)

CONTENTS


	PAGE

- Interim Balance Sheets	4


- Interim Statements of Operations	5


- Interim Statements of Cash Flows	6


- Notes to Interim Financial Statements	7 - 13

TRANSACT ENERGY CORP.

(A Development Stage Company)

__________________________

INTERIM BALANCE SHEETS

(Unaudited - Prepared by Management)


ASSETS
		June 30,		December 31,
		2015		2014
Current
Cash	$	3,784	$	4,154
Receivable		96,755		79,822
Prepaid Expenses		108,264		108,264
Total Current Assets		208,803		192,240

Capital
Furniture & Equipment		1,156		1,422
Software		-		-
Total Capital Assets		1,156		1,422

Other
Incorporation Costs		11,791		11,791
Intellectual Property		130,520		130,520
Total Other Non-current Assets		142,311		142,311

	$	352,270	$	335,973

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current
Deposit from Stock Purchase	$	9,955	$	-
Bank indebtedness		-		-
Accounts payable		324,277		315,203
Accrued interest		1,326,094		1,178,917
Accrued interest - related party		599		313
Compensation payable		1,141,516		990,000
Notes payable - net of discount		244,225		245,702
Notes payable - Related parties, net of discount		11,795		13,331
Total Current Liabilities		3,058,461		2,743,466

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 48,200,348 shares issued and outstanding		48,200		47,867
Capital in excess of par value		2,515,606		2,486,842
Subscriptions receivable		-		-
Deficit accumulated during the development stage		(5,269,997)		(4,942,202)

Total Stockholders' Equity (Deficit)		(2,706,191)		(2,407,493)

	$	352,270	$	335,973

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

__________________________

INTERIM STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)


		Cumulative
		from inception		Three months		Six months		Three months		Six months
		March 15, 2006		ended		ended		ended		ended
		June 30,		June 30,		June 30,		June 30,		June 30,
		2015		2015		2015		2014		2014

REVENUE	$	-	$	-	$	-	$	-	$	-

EXPENSES
General and administrative		3,430,157		116,809		191012		93,714		309,634
Unsuccessful lease purchases		18,673		-		-		-		-

Total Expenses		3,448,830		116,809		191,012		93,714		309,634

LOSS BEFORE OTHER INCOME (EXPENSE)		(3,448,830)		(116,809)		(191,012)		(93,714)		(309,634)

Interest income		50,954		-		-		-		-
Interest expense		(1,594,827)		(77,320)		(154,036)		(79,549)		(158,439)
Gain on debt settlement		34,864		-		-		-		-
Loss on write off of investment in lease		(12,684)		-		-		-		-
Allowance for loss on loans receivable and related interest		(299,474)		-		-		-		-

EARNINGS/LOSS FROM OPERATIONS BEFORE INCOME TAXES		(5,269,997)		(194,129)		(345,048)		(173,263)		(468,073)

CURRENT TAX EXPENSE		-		-		-		-		-

DEFERRED TAX EXPENSE		-		-		-		-		-

NET LOSS	$	(5,269,997)	$	(194,129)	$	(345,048)	$	(173,263)	$	(468,073)

EARNING/LOSS PER COMMON SHARE			$	(0.004)	$	(0.007)	$	(0.005)	$	(0.018)

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)


		Cumulative
		from inception		Six months		Six months
		March 15, 2006 to		ended		ended
		June 30,		June 30,		June 30,
		2015		2015		2014
Cash Flow From Operating Activities:
Net Gain/loss for the period	$	(5,269,997)	$	(345,048)	$	(465,855)
Adjustments to reconcile net loss to cash used by
operating activities:
Stock issued for services		935,900		-		427,365
Stock issued for expenses		4,313		-		-
Debt issued for services		12,847		-		-
Amortization		4,519		266		-
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		(108,264)		-		(21,000)
Decrease (Increase) in accounts receivable		(96,755)		(16,933)
Increase (decrease) in accounts payable		324,277		10,354		60,874
Increase in compensation payable		1,141,516		151,516		(203,913)
Increase in accrued interest		1,326,693		154,036		145,442
Net Cash (used) by Operating Activities		(823,631)		(45,809)		(57,087)

Cash Flows From Investing Activities:
Acquisition of oil and gas leases		(12,684)		-		-
Acquisition of Intellectual Property		(130,520)		-		-
Purchase of Equipment		(1,714)		-		1,714
Purchase of software		(3,480)		-		-
Loans receivable		(263,521)		-		-
Proceeds from loans receivable		15,000		-		-
Net Cash (Used) by Investing Activities		(396,919)		-		1,714

Cash Flow From Financing Activities
Proceeds from common stock issuance		980,120		36,995		33,718
Proceeds received for stock not yet issued		9,955		9,955		-
Stock offering costs		(13,263)		-		-
Proceeds from notes payable		686,766		37,170		148,886
Repayment of notes payable		(439,244)		(38,681)		(25,143)
Net Cash Provided by Financing Activities		1,224,334		45,439		157,461

Net Increase (Decrease) in Cash		3,784		(370)		102,088

Cash (Bank Indebtedness) at Beginning of Period		-		4,154		67

Cash at End of Period	$	3,784	$	3,784	$	102,155

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

Supplemental Schedule of Noncash Investing and Financing Activities:
For the three month period ended June 30, 2015 and 2014:
Shares issued for services	$	935,900	$	-	$	465,855
Shares issued on conversion of debt	$	291,821	$	-	$	-
Shares issued for acquisition	$	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

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 sustainable energy production facilities globally. The Company has not generated revenues and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic No. 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Interim Condensed Financial Statements - The accompanying interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 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, 2014 unaudited financial statements. The results of operations for the periods ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

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

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

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

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

The Company has no tax positions at June 30, 2015 and 2014 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, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 and June 30, 2014. 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.

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	June 30, 2015	December 31, 2014

Software	$3,480	$3,480	$0	$0

NOTE 4 – NOTES PAYABLE

The $10,000 convertible promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and was due and payable on March 31, 2010. The payee had the option to convert the entire principal amount on or before April 29, 2009 into common shares of the Company based on a conversion rate of $.00345 per share. No interest was payable if the principal was converted to shares of the Company. The payee did not exercise its conversion option. The note is currently outstanding and in October 2010 the Company issued a check in the amount of $11,876 as payment in full of principal and interest which was returned un-cashed by the payee. The Company is currently in dispute regarding the expiration date of the conversion option in the agreement and the note remains in default. At June 30, 2015 accrued interest was $ 6680.

The $17,500 promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and is due on demand. This note is currently in default. At June 30, 2015 accrued interest was $10,932.

NOTE 4 - NOTES PAYABLE (Continued)

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 $15,792 ($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 $1,579 ($2,000 CAD) respectively whichever is greater. The notes are due on demand and may be prepaid in whole or part without penalty. Accrued interest was

$ 103,778 at June 30, 2015.

The $ 3,948 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $ 395 ($500 CAD) up to September 16, 2011 and $ 39 ($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 $ 55,818 at June 30, 2015.

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

A $22,030 promissory note payable dated February 24, 2011 to a former officer (more than 1 year ago) bears interest of $6,000 and was due on March 4, 2011. This note is accruing interest at $360 per day for every day after March 4, 2011 until the note is repaid in full. At June 30, 2015 accrued interest was $ 575,033.

A $46,660 promissory note payable dated April 22, 2011 to a former officer (more than 1 year ago) bears interest at 1% per diem. A beneficial conversion feature of $2,750 was recorded as a discount to the notes with the offset to Additional Paid in Capital. In May 2011 the holder of the note converted $10,000 of principal into 750,000 shares of common stock and the discount was expensed to interest. The remaining balance of $36,660 is due on demand. At June 30, 2015 accrued interest was $ 564,373.

A $3,000 convertible promissory note payable to a former officer (more than 1 year ago) is secured by certain assets and equipment of the Company and bore interest at 8% per annum through the due date in November 2010 and is currently in default and bearing interest at 60% the highest lawful rate. A beneficial conversion feature of $3,000 has been recorded as a discount to the note with an offset to additional paid in capital. The discount was fully amortized in 2010. At June 30, 2015 accrued interest was $9,480.

A $10,000 convertible note dated June 22, 2015 is unsecured and bears interest at 8% per annum. The note is due on May 11, 2016 unless converted to common stock in advance of that date. At June 30, 2015 accrued interest was $18.

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

Promissory notes payable after being adjusted at the end of June 30 2015 total $11,795 to an officer and shareholder are secured by certain assets and equipment of the Company and bear interest at 8% and 10% per annum and are due on demand. At June 30, 2015 accrued interest was $598.67

Accrued interest and late fees for the notes at June 30, 2015 and December 31, 2014 was $ 1,326,693 and $1,179,230 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 June 30, 2015 and December 31, 2014.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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.

NOTE 6 - CAPITAL STOCK (Continued)

In September 2014 the Company authorized the issuance of 665,750 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.

In October 2014 the Company authorized the issuance of 229,750 common shares pursuant to a restricted securities agreement totaling $50,545 at $0.22 per share.

In December 2014 the Company authorized the issuance of 140,000 common shares for compensation services of $26,600 at $0.19 per share.

In December 2014 the Company authorized the issuance of 233,921 common shares for $33,333.68 of compensation payable at $0.1425.

In March 2015 the Company authorized the issuance of 99,750 common shares pursuant to a convertible option of notes payable totaling $9,975 at $.10 per share.

In March 2015 the Company authorized the issuance of 166,834 common shares pursuant to a convertible option of notes payable totaling $20,020 at $.12 per share.

In March 2015 the Company authorized the issuance of 66,667 common shares pursuant to a convertible option of notes payable totaling $7,000 at $.1050 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 $111,274 to the President of the Company for the period ended June 30, 2015 (See Note 10).

The Company has accrued executive compensation of $40,242 to the SVP Technology of the Company for the year to date period ended June 30, 2015 (See Note 10).

NOTE 9 - LOSS PER SHARE

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


		Three months ended		Three months ended
		June 30, 2015		June 30, 2014
Loss available to common shareholders (numerator)	$	(194,129)	$	(173,263)

Weighted average number of common shares outstanding during the period used in loss per share (denominator)		48,035,554		38,009,541

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 – The President and Chief Executive Officer agreement pays an annual base salary of $250,000, 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.

Compensation agreement – The Senior Vice President of Technology agreement pays an annual base salary of $100,000 Starting June 2013, with a cash bonus annually based on 0.25% 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 forty will equate to the stock issued.

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.

Share-purchase Agreement – On January 30, 2014 the Company entered a share-purchase agreement for shares in a proposed subsidiary that would own and operate a zero emissions waste optimization plant (Z.E.W.O.P._TM) in Puebla, Mexico. The agreement provided for the purchaser to own up to 45% of the subsidiary. The Purchaser advanced $300,000 of the proposed 30% of CAPEX to the Company to facilitate a phase one engineering review. With a positive outcome to the review the Company has now formed the subsidiary in question Puebla ZEWOP 1 and is formalizing the share purchase agreement between our wholly owned subsidiary TransAct Mexico and the Puebla Waste Consortium (“PWC”).

As of June 30, 2014 the Puebla ZEWOP 1 share purchase agreement has not been updated and the terms of the original agreement have not been fulfilled by the consortium resulting in the termination of the same. The subsidiary is currently not committed to build and operate a 1320 tonne per day Z.E.W.O.P._TMestimated at $320 Million USD. The Company has a receivable due from the subsidiary at June 30, 2014 of $96,755.

NOTE 10 – COMMITMENTS AND CONTINGENCIES (Continued)

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 reimbursements, 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. This agreement will be amended to reflect the new location of the plant. To date the company has paid $40,839.67.

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 and the agreement is not reflected on the balance sheet. February 2015 the subscribers of $3.6 Million dollars of our common stock advised us they would be unable to fulfill their commitment under the restricted securities agreement. We have received the same in writing and agreed to a settlement with the parties involved where they purchase 526,316 common shares @ $0.19. To date $9,940 has been received of the agreed $100,000 under the terms of the agreement and is recorded as a liability under “Deposit from Stock Purchase”. (See Note 11)

NOTE 11 – SUBSEQUENT EVENTS

On July 25, 2015 we received notification from a bank in Brazil that the balance due under the settlement agreement was in the process of being wired by the bank. We have not recorded this as a receivable on the Company’s financial statements or issued any common stock.

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 Ghomshei one of the world’s leading geothermal experts and two of his geothermal power 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 Waste Optimization Division although we are maintaining dialogue with Dr. Ghomshei 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 Waste Optimization division. We completed a Business Plan for this division and entered a Joint Development Agreement with the owners of a small scale, proprietary, zero emissions waste optimization plant (“ZEWOP”) that had been operating a 20 tonne per day plant for two years. We reconnected with clients in India and Brazil for future waste optimization 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 Waste Optimization division. We completed the acquisition of the ZEWOP 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.

Throughout 2014 TransAct worked to finalize the engineering review and agreements necessary to develop the first Zero Emissions Waste Optimization Plants _TM (Z.E.W.O.P._TM) in Puebla, Mexico. The plant under design is capable of processing 1320 metric tons per day of Municipal Solid Waste (“MSW”) and is estimated to cost approximately three hundred million dollars. In late November Fichtner Consulting Engineers reported they believed the Z.E.W.O.P._TMwas able to process the MSW 100% into useable products without emissions. The Fichtner report provided TransAct the opportunity to submit the Waste Supply Agreement to the Municipality of Puebla, prepare off-take agreements for interested buyers of the Z.E.W.O.P._TMproducts and formalize the share purchase agreement with the Puebla Waste Consortium (“PWC”). PWC intends on providing 30% of the capital required to build the Z.E.W.O.P._TM, while TransAct negotiates third party lenders for the remaining 70% of the cost through debt instruments.

Because of the specialized nature of many of the Z.E.W.O.P._TMcomponents, we initiated some of the equipment procurement; as a result we entered a design/supply agreement for our proprietary reactors with a specialized engineering firm.

2014 saw the Company form 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”.

The first quarter of 2015 was focused on finalizing the sale of the Puebla Z.E.W.O.P._TMproducts. These efforts included getting signed letters of intent from qualified buyers and preparing formal legal agreements for the same. We now have letters of intent from multiple qualified buyers for all of the expected product and agreements ready to go subject to finalizing our feed-stock agreement (Waste Supply Agreement) for the first plant. Also in the first quarter TransAct had to restart raising the capital required for the corporate operating budget for the next fourteen months, budgeted at $3.6 Million. The Solo Investments of Brazil (“Solo”) funding fell apart and we agreed to a one hundred thousand dollar ($100,000) common stock purchase at $0.19 per share as settlement, receiving nine thousand nine hundred and forty dollars ($9,940) of these funds in the second quarter.

The Company delivered the results of the Fichtner Report to the Puebla City Staff in December of 2014, after 6 months with no contract for the MSW feedstock in Puebla,Management set out in the second quarter to secure an alternate source of MSW. After reviewing and discussing several alternative municipalities we are now negotiating the details of an MSW supply agreement. The agreement we had with the Puebla Waste Consortium is terminated however the sales efforts were all to National/International companies who’s interest in our products will not change with a change in location. The one hundred million dollar equity for the plant in Puebla disappeared with the termination of the consortium contract. An alternative source of the plant equity was sought during the second quarter with an investment group coming forward during this period. As soon as we finalize the feed-stock and sales contracts we will seek to formalize the required equity.

PLAN OF OPERATION

Z.E.W.O.P. _TM is our opportunity to demonstrate to Mexico and the World a municipal scale solution to managing waste without emissions and land filling. Despite the delays and setbacks of Puebla our efforts will continue throughout the third quarter of 2015 to finalizing the Waste Supply Agreement, signing off on 75-80% of our product sales under off-take agreements and initiating the engineering review of our selected site for the plant in Mexico. These agreements completed should lead to the financing commitment we have been seeking for the $200 Million (+/-) debt portion of the first Z.E.W.O.P._TM. In the fourth quarter we should be in a position to complete the Puebla Z.E.W.O.P._TMbuilding/plant design and permit/permission application process. Simultaneously we intend to initiate an EPC contract and its related subcontracts. TransAct hopes to establish manufacturing of our proprietary reactors in Mexico in order to supply the demand for both Mexico and the USA. Subject to our funding draw down schedule and the permit/permission process we intend on constructing the Z.E.W.O.P._TMbuildings starting in the first quarter of 2016. Provided all equipment manufacturers can supply their components we intend on assembling the plant through the balance of 2016 and initiating commissioning year end-2016.

Once TransAct is confident the development of the first ZEWOP is well underway it will proceed with the scheduling and planning of additional plants. This will include our first European Z.E.W.O.P._TM.

South America, including Brazil and now Argentina has generated multiple opportunities for Z.E.W.O.P._TMand the capital required developing those opportunities. We intend on continuing to work these opportunities in order to secure a foothold in these markets.

Although we have been approached to build in the United States we feel the market is best approached when the first ZEWOP is fully operational in order to garner EPA and individual state support. This will insure a smoother entry into the US market, once we break ground we will make sure major municipalities throughout the US and Canada are aware of our process so we get on the technology review lists.

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. The first $3.6 Million of this budgeted capital should come in the fourth quarter of 2015.

SUBSEQUENT EVENTS

Solo Investments was unable to complete on their funding commitment and entered into a settlement agreement for the same in first quarter 2015. In April we received a partial payment of $9,940 towards the agreed $100k settlement on July 25^th we received bank confirmation that a wire for the balance had been initiated and was going through compliance. To date it has not received the balance and as such under the terms of the agreement may not be required to issue the common stock contemplated under the settlement agreement.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Up to the period ended June 30, 2015, 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 2014 Annual Report without auditors review. As a result of filing unaudited statements and changes to the over the counter bulletin board (“OTCBB”) we were downgraded from the OTCQB to the OTC Pinks. When we amend our filings to audited statements we can reapply to the OTCBB for a OTCQB listing.

We did not generate any revenue from April 1, 2015 to June 30, 2015 as was the same for the three-month period in 2014. For the three months ended June 30, 2015 our general and administrative expenses were $116,809 compared to $93,714 for the same period in 2014. Expenses consisted primarily of compensation of $87,500 and adjustment for currency of $19,925. Compensation was $58,336 for the three-month period ending June 30, 2014. Interest Expense for the three months ending June 30, 2015 was $77,320 compared to $79,549 for the same period in 2014. As a result, we have reported a net loss before taxes of ($194,129) for the Three Months ended June 30, 2014 compared to a loss of ($173,263) for the same period last year.

Stock-Based Compensation Costs

There was $0 stock based compensation for the period ended June 30, 2015 and $10,000 for 2014. Any shares issued are a part of our executive compensation plan, and are issued to obtain, retain and motivate our directors, executives and employees.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2015 our current assets are $208,803 made up of prepaid expenses of $108,264, receivables of $96,755 and $3,784 cash on hand. Our current liabilities consist of accounts payable in the amount of $324,277, accrued interest of $1,326,693, compensation payable of $1,141,516 and Notes payable, net of any discount of $256,020.

NEED FOR ADDITIONAL FINANCING

We estimate our upcoming operating expenses to increase substantially as we transcend from development stage to operating stage and could be as much as $4,000,000.00 per year or more. We have conditional commitments through our subsidiaries for capital expenditures related to the first plant in Mexico and anticipate entering into further commitments to secure additional plants going forwards. We believe we will need additional funds to cover our expenses and commitments for the next twelve months. Our need for capital may change dramatically as we pursue our business plan during that period. Further, we cannot assure that we will be successful in consummating business opportunities on favourable terms or we will be able to profitably manage any business opportunities. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.

As per our 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 financing fell through, however we fully intend on replacing it which may result in further dilution of 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 June 30, 2015, 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 at this time.

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

There have been no sales of Company securities during the three months ended June 30, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. REMOVED AND RESERVED

None.

ITEM 5. OTHER INFORMATION.

None

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

(a) Exhibits

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


Exhibit No.	Title of Document	Location

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
32.1	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*	Attached
32.2	Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*	Attached

(b) Reports on Form 8-K (none)

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSACT ENERGY CORP.

Date: July 30, 2015

By: /s/ Rod Bartlett

Rod Bartlett

President,

Chief Executive Officer