Edgar Filing: TRANSACT ENERGY CORP

10K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-K/A

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

For the fiscal year ended December 31, 2008

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

For the transition period from________________________________________to____________________________________

Commission file number 333-139746

TRANSACT ENERGY CORP.

(Exact name of registrant as specified in its charter)


Nevada		98-0515445
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

105-5119 Beckwith Blvd., San Antonio, TX, USA 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 210-561-6015

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Common Stock, par value $0.001

(Title of each class)

None

(Name of each exchange on which registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X No

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .

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 Act). . Yes X . No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. On March 10, 2009 the aggregate market value of the voting stock of Transact Energy Corp. held by non-affiliates of the registrant was $-0-. The Company is not listed or traded on any exchange, therefore, the aggregate market value of the stock is deemed to be $-0-.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 9,400,000 shares common stock, $.001 value

APPLICABLE ONLY TO REGISTRANTS 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 Section 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

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not historical facts are "forward-looking statements." Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "intends," "plan" "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 1 - "Business" and Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Annual Report and include statements regarding the following: the expected development and potential benefits from our products to consumers, progress in our efforts to develop our facilities and our products and to achieve and maintain regulatory approvals, the potential market demand for our products, our expectations

regarding our short- and long-term capital requirements, our outlook for the coming months and information with respect to any other plans and strategies for our business.

The factors discussed herein, including those risks described in Item 1A, and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

INTRODUCTION

Unless otherwise specified or required by context, as used in this annual report, the terms "we," "our," "us" and the "Company" refer collectively to (i) TransAct Energy Corp., a Nevada corporation ("TransAct").

The Company's current corporate structure results from the issuance of founder shares.

The Company is an oil and gas exploration company operating in North America.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP).

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

Item 1. Business.

Our History and Business

We formed as a Nevada corporation on March 15, 2006 as TransAct Energy Corp. Our activities have been limited to developing and writing our business plan and the purchase of an oil and gas lease. On September 7, 2006 we acquired 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash, the MedHat Project. As of the date of this offering, we have not commenced operations other than to obtain rights to the MedHat Project. Management has primarily focused on preparation of this offering document along with contacting various entities and people in search of additional oil and gas leases for purchase.

We anticipate we will secure oil and gas leases based on researched historical information and then partner with experienced industry professionals for further exploration and operations. Our revenues will be generated by retaining a royalty interest in the properties that are ultimately developed for production. Our initial focus will be the acquisition of oil and gas leases primarily in British Columbia and Alberta, Canada.

We intend to research and select prospective leaseholds in or near areas with historical and proven resources and then procuring leases on such properties either through private transactions or through auction. We then expect to create additional value beyond the lease by completing an engineering review of existing seismic data and performing onsite evaluations if needed in order to determine an estimated level of probability. Once a property has been thoroughly evaluated, we intend to seek experienced operators or joint venture partners who would then further explore and develop the property with TransAct earning a royalty from oil and gas production.

Business Strategy

We are an independent energy company engaged in the acquisition and management of natural gas and oil rights in the United States and Canada. Our principal business activities include the identification, acquisition, and subsequent contracting out for exploration and development of natural gas and oil properties. Our emphasis is on prospective deep structures identified through seismic and other analytical techniques. We seek to reduce exploration risk and financial exposure by acquiring properties that have wells previously drilled in close proximity or into the targeted geologic horizons, joint venturing with knowledgeable industry partners or by farming out acreage to other industry participants on terms that reduce our economic risk to levels deemed appropriate.

Population growth is a key determinant of total energy consumption, closely linked to rising demand for housing, services and travel. In the Annual Energy Outlook 2006 presented by the US Energy Information Administration, the average energy use per person increases through to 2030. Coal and Petroleum lead the increases in primary energy use. New sources of coal and oil will come through exploration, we now find one barrel for every four we consume. The U.S. is currently highly dependent upon other nations for the oil that constitutes approximately 40% of our energy use. The United States is an enormous producer of energy. We are currently the world's largest producer of oil, nuclear, and hydro power combined, and the second largest producer of natural gas and coal. However, the United States alone uses approximately one quarter of the world's supply of energy, but has only about 5% of the world's population. As of early 2000, the U.S. consumes almost 12 million barrels daily more energy than we produce (in oil equivalent); the shortfall is made up by imported oil. Despite the most technologically advanced exploration and production systems in the world operating in a deregulated environment, U.S. oil and NGL reserves have decreased 30 percent from the high in 1970. The primary reason petroleum reserves have not fallen further is the technological advances in exploration and production that provide additional reserves through the phenomenon of reserve growth. According to the Energy Information Administration, over the past fifteen years an additional million barrels of oil per day has been required to meet world energy demands.

Global demand for energy and growing recognition of Alberta's vast energy potential means increasing interest in Alberta as a place to invest in energy development. Alberta maintains competitive fiscal and regulatory regimes that are intended to attract industry investment and ensure that Albertans, the resource owners, benefit from resource development. Predictability, certainty, stability and a well-developed infrastructure are all features that make Alberta's resource development system a strong competitor for industry investment.

TransAct will initially focus on securing properties with high potential, low risk and energy resources in British Columbia and Alberta, Canada. Once properties are secured, we will attempt to establish agreements with exploration and/or development companies that are capable of successfully exploiting any leases under Farm Out Agreements. A Farm Out and Royalty Procedures Agreement is an industry standard which is governed by the Canadian Association of Petroleum Landmen.

We believe our success depends on building and maintaining strategic alliances with exploration/development and joint ventures/partners and other industry related business affiliates to help exploit the properties we secure. Further, we believe that by obtaining resource rights in locations that historically have demonstrated high probabilities of recoverable energy resources, we will posture ourselves to be attractive to other industry participants.

We intend to differentiate ourselves by offering pre-researched and engineered properties to our customers. Our sales and marketing strategy will be a combination of targeted marketing techniques as well as a focused direct sales team approach. We plan to clearly communicate with potential customers as to the quality of the properties and research we have undertaken, thus reducing a potential customer’s development risk.

Markets and Customers

The success of our operations is dependent upon prevailing prices for natural gas and oil. The markets for natural gas and oil have historically been volatile and may continue to be volatile in the future. Natural gas and oil prices are beyond our control. However, rising demand for natural gas to fuel power generation and meet increasing environmental requirements has led some industry observers to indicate that long-term demand for natural gas is increasing.

We expect our customers will primarily be small to medium sized oil and gas exploration/development companies. We anticipate that well researched properties secured under long-term leases will attract quality exploration partners resulting in royalties back to TransAct. Industry analysis indicates the long-term prospects of the oil and gas industry are favourable.

Exploration companies looking to Farm Out oil and gas leases typically make their decision and offers based on the probability of success. Well researched properties with a high probability of oil or gas reserves attract quality partners and terms. We intend to research and acquire those properties that we believe will hold high probability of success and in turn, enter agreements with those companies who will exploit the property and provide favourable royalties to TransAct.

Competition

Our natural gas and petroleum activities take place in a highly competitive and speculative business atmosphere. In seeking suitable natural gas and petroleum properties for acquisition, we compete with a number of other companies operating in our areas of interest, including large oil and gas companies and other independent operators with greater financial resources. We do not believe that our competitive position in the petroleum and natural gas industry will be significant.

Governmental Regulation

Although we intend to comply with all applicable laws and regulations, we cannot assure you that we are in compliance or that we will be able to comply with all future laws and regulations. Additional federal or state legislation, or changes in regulatory implementation, may limit our activities in the future or significantly increase the cost of regulatory compliance. If we fail to comply with applicable laws and regulations, criminal sanctions or civil remedies, including fines, injunctions, or seizures, could be imposed on us. This could have a material adverse effect on our operations.

The business of resource exploration and development is subject to substantial regulation under Canadian provincial and federal laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil sands bitumen and related products and other matters. Amendments to current laws and regulations governing operations and activities of oil sands exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the oil and gas industry generally, will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

The operations on our current lease and future leases are or will be subject to stringent federal, provincial and local laws and regulations relating to improving or maintaining environmental quality. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested many years ago.

The exploration activities and drilling programs on our current lease and future leases are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Exploration and drilling is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.

Our business is subject to various federal, provincial and local laws and governmental regulations that may be changed from time to time in response to economic or political conditions. In British Columbia and Alberta, the legislated mandate for the responsible development of the province’s oil and gas resources is set out in the The Department of Energy and Mines Act that provides the Minister with the responsibility for the exploration, development, management and conservation of non-renewable resources. The Oil and Gas Conservation Act allows the orderly exploration for, and development of, oil and gas in the province and optimizes recovery of these resources. In Alberta, oil sands activities are legislated under the Mines & Minerals Act which governs the management and disposition of rights in Crown owned mines and minerals, including the levying and collecting of bonuses, rental and royalties. The Oil Sands Conservation Act establishes a regulatory regime and scheme of approvals administered by the AEUB for the development of oil sands resources and related facilities in Alberta. The Acts are supported by the following regulations: Oil Sands Tenure Regulation, Oil Sands Royalty Regulation 1984, Oil Sands Royalty Regulation, 1997, Experimental Oil Sands Royalty Regulation, Oil Sands Conservation Regulation, Mines and Minerals Administration Regulation.

Employees

We have no employees other than our officers and directors and no formal employment agreements with our officers and directors. We do not intend to hire employees until our operations require expansion. Our officers and directors have agreed to devote such time as necessary for the development of our business. It is anticipated that our officers and directors will devote approximately 20 hours per week as part-time employees while maintaining outside employment. Our officers and directors are entitled to reimbursement for reasonable out of pocket expenses incurred on our behalf. We do not have a formal agreement or arrangement to continue payment in the future.

Item 1A. Risk Factors.

We are a new business with extremely limited operating history making an investment in TransAct risky. If we are unable to successfully identify and purchase oil and gas leases, then we will not be successful as a business. It will be difficult for you to evaluate an investment in our stock since our operating history is limited to developing a business plan and obtaining 100% interest in a petroleum and natural gas lease in Alberta, Canada referred to as the MedHat Project. As a young company, we are especially vulnerable to any problems, delays, expenses and difficulties we may encounter while implementing our business plan. We have not proven the essential elements of profitable operations, and you will be furnishing venture capital to us and will bear the risk of complete loss of your investment if we are not successful.

Our independent auditor has expressed doubts about our ability to continue as a going concern. If we are unable to implement our business plan and acquire oil and gas leases, we will be unable to move beyond the development stage. We are a development stage company as defined in Financial Accounting Standards Board Statement No. 7. We are devoting substantially all of our present efforts in establishing a new business. We have not commenced any operations to date other than the purchase of our MedHat Project in Alberta, Canada, and have been limited to defining our business plan and initial research for future oil and gas lease properties in Canada. These factors raise substantial doubt about our ability to continue as a going concern.

If we cannot absorb the costs associated with being a public company your investment may be jeopardized. In order to maintain our status as a public company, we must comply with the Securities and Exchange Commission’s periodic reporting requirements. The periodic reports require legal and accounting expertise that is often costly. If we cannot maintain our public company status and keep our periodic reports current, you may not be able to liquidate your shares. Costs associated with being a public company are much higher than those of a private company. TransAct, a new start-up in early development, has chosen public registration before the business has developed a predictable cash flow. There are present registration expenses and future legal and accounting expenses, future reporting requirements to the SEC, future exchange listing requirements, and future investor relation costs that must be borne by a public company but not by a private company. These costs can be a burdensome expense and could adversely affect our financial survival. Sarbanes-Oxley Act of 2002 disclosure requirements are time consuming and burdensome. The onerous regulatory costs reporting requirements, and management details, which must be met when registering and maintaining a public company, may make the economic viability of TransAct very doubtful.

If we are unable to acquire additional oil and gas leases we will have no further potential sources of revenue and will be unsuccessful in implementing our business plan. We currently have only one oil and gas lease with no assurance that we can find additional oil and gas leases for sale on reasonable terms. On September 7, 2006 we acquired 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash, the MedHat Project. The lease is for a 5 year term and calls for annual rental and royalty payments. In order to continue our business, it is necessary that we identify and purchase additional oil and gas leases. Currently, we have not entered into any agreements for any additional oil and gas leases.

If we are unable to compete in the oil and gas lease industry we will have to abandon our business plan and you may lose your entire investment in TransAct. We operate in the highly competitive areas of oil and natural gas lease acquisition, development, and exploitation. We face intense competition from both major and other independent oil and natural gas companies in seeking to acquire desirable producing properties or new leases for future exploration. Many of our competitors have financial and other resources substantially greater than ours, and some of them are fully integrated oil companies. Many of these companies not only explore for and produce crude petroleum and natural gas but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for development prospects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, such companies may have a greater ability to continue lease exploration activities during periods of low hydrocarbon market prices. Our ability to acquire additional properties and to obtain leases in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

The prices of the Company's products are controlled by domestic and world markets. However, competition in the petroleum and natural gas exploration industry also exists in the form of competition to acquire the most promising acreage blocks and obtaining the most favorable prices for transporting the product. TransAct, and ventures in which it may participate, are very small compared to other petroleum and natural gas leasing companies. As a result, it may have difficulty acquiring additional acreage and/or projects, and may have difficulty arranging for lucrative leases on the oil or natural gas properties it identifies.

We may incur losses as a result of title deficiencies in the properties in which we invest. If an examination of the title history of a property that we have purchased reveals a petroleum and natural gas lease that has been purchased in error from a person who is not the owner of the mineral interest desired, our interest would be worthless. In such an instance, the amount paid for such petroleum and natural gas lease or leases would be lost. It is our practice, in acquiring petroleum and natural gas leases, or undivided interests in petroleum and natural gas leases, not to undergo the expense of retaining lawyers to examine the title to the mineral interest to be placed under lease or already placed under lease. Rather, we will rely upon the judgment of petroleum and natural gas lease brokers or Landmen who perform the fieldwork in examining records in the appropriate governmental office before attempting to acquire a lease in a specific mineral interest. Prior to the drilling of a petroleum and natural gas well, however, it is the normal practice in the petroleum and natural gas industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed petroleum and natural gas well is to be drilled to ensure there are no obvious deficiencies in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct deficiencies in the marketability of the title, and such curative work entails expense. The work might include obtaining affidavits of heir ship or causing an estate to be administered.

Acquisitions may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. Acquisitions of oil and gas leases will be a significant component to our future growth. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and gas prices, operating costs and potential environmental and other liabilities. Such assessments are inexact and their accuracy is inherently uncertain. In connection with our assessments, we perform a review of the acquired properties which we believe is generally consistent with industry practices. However, such a review will not reveal all existing or potential problems. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every site. Even when we inspect a site, we do not always discover structural, subsurface and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities. We typically will acquire interests in properties on an “as is” basis with limited remedies for breaches of representations and warranties. As a result of these factors, we may not be able to acquire oil and gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms.

We may not be able to obtain adequate financing to continue our operations. We have relied in the past primarily on the sale of equity capital to fund working capital and the acquisition of our prospects and related leases. Failure to generate operating cash flow or to obtain additional financing could result in substantial dilution of our property interests, or delay or cause indefinite postponement of further exploration and development of our prospects with the possible loss of our properties. We will require significant additional capital to fund our future activities and to service current and any future indebtedness. Our failure to find the financial resources necessary to fund our planned activities and service our debt and other obligations could adversely affect our business.

The leasing and management of oil and gas properties involves substantial risks that may result in a total loss of investment. The business of leasing and management of oil and gas properties involves a substantial risk of investment loss that even a combination of experience, knowledge and careful evaluation may not be able to overcome. If any oil or gas properties we lease are not productive, we will not recognize any revenue from them. Leasing oil and gas wells involves the risk that the wells will be unproductive or that, although productive, the wells do not produce oil and/or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered, which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is contaminated with water or other deleterious substances. Our revenue will depend entirely on leasing oil and gas properties that are economically productive.

We may suffer losses or incur liability for events that we or third party operators of a property have chosen not to insure against. We may suffer losses from uninsurable hazards or from hazards, which we or the operator have chosen not to insure against because of high premium costs or other reasons. We may become subject to liability for pollution, fire, explosion, blowouts, cratering and oil spills against which we cannot insure or against which we may elect not to insure. Such events could result in substantial damage to oil and gas wells, producing facilities and other property and personal injury. The payment of any such liabilities may have a material adverse effect on our financial position.

The volatility of natural gas and oil prices could have a material adverse effect on our business. A sharp decline in the price of natural gas and oil prices would result in a commensurate reduction in our potential income from the production of oil and gas. In the event prices fall substantially, we may not be able to realize a profit from our lease and would continue to operate at a loss. In recent decades, there have been periods of both worldwide overproduction and underproduction of hydrocarbons and periods of both increased and relaxed energy conservation efforts. Such conditions have resulted in periods of excess supply of, and reduced demand for, crude oil on a worldwide basis and for natural gas on a domestic basis. These periods have been followed by periods of short supply of, and increased demand for, crude oil and natural gas. The excess or short supply of crude oil has resulted in dramatic price fluctuations even during relatively short periods of seasonal market demand. Among the factors that can cause the price volatility are:

worldwide or regional demand for energy, which is affected by economic conditions;

the domestic and foreign supply of natural gas and oil;

weather conditions;

domestic and foreign governmental regulations;

political conditions in natural gas or oil producing regions;

the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels;

the price and availability of alternative fuels;

acts of war, terrorism or vandalism; and

market manipulation.

Our natural gas and oil lease is currently located in, and all of our future natural gas and oil leases are anticipated to be located in, the province of Alberta, Canada. Factors that can cause price volatility for crude oil and natural gas within this region are:

the availability of gathering systems with sufficient capacity to handle local production;

seasonal fluctuations in local demand for production;

local and national gas storage capacity;

interstate pipeline capacity; and

the availability and cost of gas transportation facilities from the Alberta, Canada region.

It is impossible to predict natural gas and oil price movements with certainty. Lower natural gas and oil prices may not only decrease our revenues on a per unit basis but also may reduce the amount of natural gas and oil that our current lease and future leases can produce economically. A substantial or extended decline in natural gas and oil prices may materially and adversely affect our future business, financial condition, results of operations, liquidity and ability to finance planned capital expenditures. Further, oil prices and natural gas prices do not necessarily move together.

We do not currently have any contracts with any operators, however, exploration and development drilling by third parties may not result in commercially productive reserves. Third party operators will not always encounter commercially productive reservoirs through their drilling operations. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a well that oil or gas is present or may be produced economically. The cost of drilling, completing and operating a well is often uncertain, and cost factors can adversely affect the economics of a project. Our efforts will be unprofitable if the operator drills dry wells or wells that are productive but do not produce enough reserves to return a profit after drilling, operating and other costs. Further, the drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:

increases in the cost of, or shortages or delays in the availability of, drilling rigs and equipment;

unexpected drilling conditions;

title problems;

pressure or irregularities in formations;

equipment failures or accidents;

adverse weather conditions; and

compliance with environmental and other governmental requirements.

Although we do not yet have any contracts with partners or third-party operators, financial difficulties encountered by our future partners or third-party operators could adversely affect the exploration and development of our prospects. Liquidity and cash flow problems encountered by our partners may prevent or delay the drilling of a well or the development of a project. Our partners may be unwilling or unable to pay their share of the costs of projects as they become due. In the case of a farm-out partner, we would have to find a new farm-out partner or obtain alternative funding in order to complete the exploration and development of the prospects subject to the farm-out agreement. We cannot assure you that we would be able to obtain the capital necessary to fund these contingencies or that we would be able to find a new farm-out partner.

Any development project of our resource assets will be directly affected by the royalty regime applicable. The economic benefit of future capital expenditures for projects is, in many cases, dependent on a satisfactory royalty regime. There can be no assurance that the provincial/state governments will not adopt a new royalty regime that will make capital expenditures uneconomic or that the royalty regime currently in place will remain unchanged.

Environmental costs and liabilities and changing environmental regulation could materially affect our cash flow. Our operations are subject to stringent federal, state and local laws and regulations relating to environmental protection. These laws and regulations may require the acquisition of permits or other governmental approvals, limit or prohibit our operations on environmentally sensitive lands, and place burdensome restrictions on the management and disposal of wastes. Failure to comply with these laws may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that may delay or prevent our operations. Any stringent changes to these environmental laws and regulations may result in increased costs to us with respect to the disposal of wastes, the performance of remedial activities, and the incurrence of capital expenditures.

We are subject to complex governmental regulations which may adversely affect the cost of our business. Petroleum and natural gas exploration, development and production are subject to various types of regulation by local, state and federal agencies. The operators may be required to make large expenditures to comply with these regulatory requirements. Legislation affecting the petroleum and natural gas industry is under constant review for amendment and expansion. Also, numerous departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the petroleum and natural gas industry and its individual members, some of which carry substantial penalties for failure to comply. Any increases in the regulatory burden on the petroleum and natural gas industry created by new legislation would increase our cost of doing business and, consequently, adversely affect our profitability. A major risk inherent in drilling is the need to obtain drilling and right of way permits from local authorities. Delays in obtaining drilling and/or right of way permits, the failure to obtain a drilling and/or right of way permit for a well or a permit with unreasonable conditions or costs could have a materially adverse effect on our ability to effectively develop our properties.

Our stock will likely be subject to the Penny Stock rules, which impose significant restrictions on broker-dealers and may affect the resale of our stock. A penny stock is generally a stock that:

is not listed on a national securities exchange or NASDAQ,

is listed in the "pink sheets" or on the NASD OTC Bulletin Board,

has a price per share of less than $5.00 and

is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including

determination of the purchaser's investment suitability,

delivery of certain information and disclosures to the purchaser, and

receipt of a specific purchase agreement before effecting the purchase transaction.

Many broker-dealers will not effect transactions in penny stocks, except on an unsolicited basis, in order to avoid compliance with the penny stock trading rules. In the event our common stock becomes subject to the penny stock trading rules,

such rules may materially limit or restrict the ability to resell our common stock, and

the liquidity typically associated with other publicly traded equity securities may not exist.

Because of the significant restrictions on trading penny stocks, a public market may never emerge for our securities. If this happens, you may never be able to publicly sell your shares.

Item 2. Properties.

Our principal executive offices and mailing address is #105-5119 Beckwith, San Antonio, TX, USA 78249. Our telephone number is 210-561-6015. We have no plans to expand beyond our current facilities and we intend to maintain our current office situation for at least the next twelve months.

In September 2006, we purchased a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash. The lease is for a five year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta. The land consists of a one ¼ section Crown lease of Petroleum and Natural Gas rights.

Item 3. Legal Proceedings.

Our company is not a party to any bankruptcy, receivership or other legal proceeding, and to the best of our knowledge, no such proceedings by or against TransAct Energy Corp. have been threatened.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We are not listed or traded on any exchange. We have not had any active trading in our stock as of the date of this report. No closing bid or ask prices are available for 2008.

As of December 31, 2008, there were 12 shareholders of record holding 9,400,000 shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no pre-emptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

We have not paid, nor declared, any dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

Item 6. Selected Financial Data.

Not Applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth above, as well as the other information contained in this filing. This filing contains forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the risk factors section and elsewhere in this filing identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this report.

Period from December 31, 2007 to December 31, 2008

We did not generate any revenue from December 31, 2007 to December 31, 2008. For the year ended December 31, 2008 our expenses were $54,563. Expenses consisted of professional fees, administrative and management fees and miscellaneous expenses. The professional fees incurred in 2008 were, to a large extent, to our auditors and legal counsel for preparation of our S-1 registration statement and continued SEC reporting requirements. As a result, we have reported a net loss of $(54,563) for the period ended December 31, 2008. Our total net loss from inception on March 15, 2006 through December 31, 2008 was $(88,768)

Liquidity and Capital Resources

At December 31, 2008 we had total assets of $27,957. Current assets consist of $6,326 in cash and $12,478 in lease investments. Current liabilities at December 31, 2008 totalled $63,225 and consisted of accounts payable and Accrued expenses in the amount of $53,225 and a note payable in the amount of $10,000.

We have no material commitments for the next twelve months other than the annual rental and royalty payments on the lease. We will require additional capital to meet our liquidity needs. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past, we have relied on capital contributions from shareholders to supplement operating capital when necessary. We anticipate that we will receive sufficient contributions from shareholders to continue operations for at least the next twelve months. However, there are no agreements or understandings to this effect. We may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements.

After failing to sell any of the registered shares of our first registration statement we filed a second registration statement on Form S-1 with the Securities and Exchange Commission to register up to 2,000,000 shares of common stock for sale at a price of $.25 per share for a total of up to $500,000. The registration statement was declared effective on December 12, 2008. As of the date of this report, we have not yet reached the minimum capital raise of $250,000 which is required to break escrow and allow us to utilize the funds. Our offering will terminate on May 31, 2009 unless management extends the offering for an additional 90 days. There are no assurances we will be successful in selling any of the shares.

Plan of Operation

Our plan of operation for the next 12 months is to identify and acquire oil and gas leases, initially in the Alberta and British Columbia provinces of Canada, perform the necessary engineering and seismic assessments, and enter Farm Out agreements with third parties for development and operation of properties.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements following the signature page of this report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

None.

Item 9A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2008, our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2008, the end of the period covered by this Report.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls 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.

Item 9B. Other Information.

There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter, 2008 has been disclosed.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.


Name	Age	Position	Since
Henry Andrews	63	Chief Executive and Financial Officer, Secretary, Treasurer and Director	September 11, 2008

Our director and executive officer has not, during the past five years:

had any bankruptcy petition filed by or against any business of which such individual was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,

been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Business Experience

The following is a brief biography of our sole officer and director.

Henry Andrews, Sole Officer and Director. Mr. Andrews is 63 years old and holds a Bachelor of Science in Criminal Justice and a Masters of Education Counselling. He served for 30 years with the State of Georgia in public service. Mr. Andrews held such positions as Institutional Administrator, Psychologist, Counselor, Warden and associate professor of Social Science at South Georgia College. For the past five years Mr. Andrews has been in the private sector as CEO and President of a real estate management company and a retail food company.

Significant Employees Who Are Not Executive Officers

None.

Family

There are no family relationships between the members of our board of directors.

Audit Committee and Audit Committee Financial Expert

After the closing of our offering, covered under the S-1 Registration Statement, our board of directors intends to establish an audit committee, a compensation committee and a nominating and corporate governance committee. Our board may establish other committees from time to time to facilitate the management of our company.

Audit Committee Financial Expert

Our board of directors currently acts as our audit committee. Because we have not commenced significant operations to date, our Board of Directors is still in the process of finding an "audit committee financial expert" (as defined in Regulation S-K) and directors that are "independent" (as that term is used in Section 10A of the Securities Exchange Act).

Audit Committee

Our audit committee will oversee a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including by (1) assisting our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor's qualifications and independence and the performance of our internal audit function and independent auditors, (2) appointing, compensating, retaining and overseeing the work of any independent registered public accounting firm engaged for the purpose of performing any audits, reviews or attest services, and (3) preparing the audit committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least three directors on our audit committee, each of whom will be independent under the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and regulations of the SEC.

Other Committees of the Board

Compensation Committee. Our compensation committee will review and recommend our policies relating to compensation and benefits for our executive officers and other significant employees, including reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluating the performance of our executive officers relative to goals and objectives, determining compensation for these executive officers based on these evaluations and overseeing the administration of our incentive compensation plans. The compensation committee will also prepare the compensation committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least two directors on our compensation committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.

Nominating and corporate governance committee. Our nominating and corporate governance committee will (1) identify, review and recommend nominees for election as directors, (2) advise our board of directors with respect to board composition, procedures and committees, (3) recommend directors to serve on each committee, (4) oversee the evaluation of our board of directors and our management, and (5) develop, review and recommend corporate governance guidelines and policies. We will have at least two directors on our nominating and corporate governance committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.

Code of Ethics We have recently adopted a Code of Ethics and Business Conduct authorizing the establishment of a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and employees. The Code is filed as an exhibit to this report.

Item 11. Executive Compensation.

We have no formal compensation agreements or employment contracts with our officers or directors. Directors do not receive any fees for services on the Board of Directors, but are reimbursed for their expenses for each meeting they attend. Our executive officers did not receive any compensation whatsoever for the years ended December 31, 2007 and 2008, nor do they currently receive any compensation.

We do not have any agreements or understandings that would change the terms of compensation during the course of the year. We do not anticipate compensating any directors.

SUMMARY COMPENSATION TABLE


						Long Term Compensation
			Annual Compensation			Awards		Payouts
Name and Principal Position	Year Ended		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)		All Other Compensation ($)

Henry Andrews, CEO, CFO, Secretary, Treasurer
President and Director	2008	$	-0-	0-	-0-	-0-	-0-	-0-	$	-0-

Roderick C. Bartlett, CEO,	2008	$	-0-	-0-	-0-	-0-	-0-	-0-	$	-0-
President and Director	2007	$	-0-	0-	-0-	-0-	-0-	-0-	$	-0-

Harold Forzley, CFO, Secretary,	2008	$	-0-	-0-	-0-	-0-	-0-	-0-	$	-0-
Treasurer and Director	2007	$	-0-	0-	-0-	-0-	-0-	-0-	$	-0-

Craig Robson,	2008	$	-0-	-0-	-0-	-0-	-0-	-0-	$	-0-
Director	2007	$	-0-	0-	-0-	-0-	-0-	-0-	$	-0-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth as of December 31, 2008, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 9,400,000 issued and outstanding shares of common stock, $.001 par value. The table also lists the name and shareholdings of each director and of all officers and directors as a group. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.


Name & Address	Title of Class	Number of Shares Beneficially Owned	% of Class

Henry Andrews(1) 108 Water Front Drive, Milledgeville, GA 31061	Common	200,000	2.13%

Roderick Bartlett(2) #105-5119 Beckwith San Antonio, Texas 78249	Common	1,875,000	19.95%

Harold Forzley 2236 Nelson Ave. BC Canada V7V 2P8	Common	1,775,000	18.88%

Richard P. Johnson 5008 Varsity Dr. N.W. Calgary, Alberta T3A 1A5 Canada	Common	1,075,000	11.44%

Herb P. Miller 16 Arbour Estates Landing N.W. Calgary, Alberta T3G 3Z9 Canada	Common	1,075,000

Craig Robson 6511 Houseman Pl. Richmond, BC V7E 4A8 Canada	Common	700,000	7.45%

Chris Haugen #311 3333 W. 4^th Ave. Vancouver, BC V6R 4R9 Canada	Common	1,100,000	11.7%

Peter Miele 2434 Nelson Ave. West Vancouver, BC Canada V7V 2P8	Common	900,000	9.57%

All directors and executive officers as a group: (1 person)	Common	200,000	2.13%

(1) Officer and/or director.

(2) These shares are held in the name of B.P.Y.A. 966 Holdings, Ltd., an entity owned and controlled by Roderick Bartlett.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

We utilized office space provided by our past President and current shareholder Roderick Bartlett and additional office space provided by one of our shareholders, Herb Miller at no cost to TransAct. To date, TransAct has reimbursed a company controlled by Mr. Bartlett in the amount of $8500 for the use of support staff, telephone, fax and office equipment.

Except for the foregoing, we have not been a party to any transaction, proposed transaction or series of transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the Company's total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

Except for the foregoing, none of the following parties has, since the date of incorporation of the Company, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:

any of our directors or officers;

any person proposed as a nominee for election as a director;

any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or

any relative or spouse of any of the foregoing persons who has the same house as such person.

Item 14. Principal Accounting Fees and Services.

The fees for services billed by Pritchett, Siler & Hardy, P.C. to the Company in the last two fiscal years were as follows:


		Twelve months ended on		Twelve months ended on
		December 31, 2008		December 31, 2007

Audit Fees	$	11,322	$	10,490

Audit-Related Fees	$	0	$	0

Tax Fees	$	0	$	0

All Other Fees	$	0	$	0

Total Fees	$	11,322	$	10,490

Audit Fees. These fees were comprised of professional services rendered in connection with the audit of our consolidated financial statements for our annual report on Form 10-K and the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States.

Audit Committee Pre Approval Policies and Procedures

The Company does not have an audit committee and is in search of qualified candidates to form such committee. As a result, the Company does not have any pre-approval policies or procedures for audit or non-audit services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Index to Financial Statements and Financial Statement Schedules

The following audited financial statements are included on the pages indicated:

F-1 Report of Pritchett, Siler & Hardy, P.C. Certified Public Accountants

F-2 Balance Sheet as of December 31, 2008 and 2007

F-3 Statements of Operations for the years ended December 31, 2008 and 2007

F-4 Statements of Stockholders' Equity for the years ended December 31, 2008 and 2007

F-5 Statements of Cash Flows for the years ended December 31, 2008 and 2007

F-6 Notes to Financial Statements

(b) Exhibits


Exhibit Number	Title	Location

Exhibit 3(i)	Articles of Incorporation	*

Exhibit 3(ii)	Bylaws	*

Exhibit 31	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached

Exhibit 32	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **	Attached

* Incorporated by reference. Filed as exhibit to S-1 filed October 28, 2008

**The Exhibit attached to this Form 10-K 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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)		TRANSACT ENERGY CORP.

By (Signature and Title)*			/s/ Henry Andrews
			Chief Executive and Financial Officer, Secretary, Treasurer and Director
Date:	June 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (Signature and Title)*		/s/ Henry Andrews
		Chief Executive and Financial Officer, Secretary, Treasurer and Director
Date:	June 29, 2009

TRANSACT ENERGY CORP.

[A Development Stage Company]

FINANCIAL STATEMENTS

DECEMBER 31, 2008

______________

F-1

TRANSACT ENERGY CORP.

[A Development Stage Company]

CONTENTS


	PAGE

Report of Independent Registered Public Accounting Firm	F-3

Balance Sheets, December 31, 2008 and 2007	F-4

Statements of Operations, for the years ended December 31, 2008 and 2007 and from inception on March 15, 2006 through December 31, 2008	F-5

Statement of Stockholders’ Equity, from inception on March 15, 2006 through December 31, 2008	F-6

Statements of Cash Flows, for the years ended December 31, 2008 and 2007 and from inception on March 15, 2006 through December 31, 2008	F-7

Notes to Financial Statements	F-8

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

TransAct Energy Corp.

San Antonio, Texas

We have audited the accompanying balance sheets of TransAct Energy Corp. [a development stage company] as of December 31, 2008 and 2007 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception on March 15, 2006 through December 31, 2008. TransAct Energy Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TransAct Energy Corp. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception on March 15, 2006 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming TransAct Energy Corp. will continue as a going concern. As discussed in Note 6 to the financial statements, TransAct Energy Corp. has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

March 23, 2009

F-3

TRANSACT ENERGY CORP.

[A Development Stage Company]

BALANCE SHEETS

ASSETS


		December 31,		December 31,
		2008		2007

CURRENT ASSETS:
Cash	$	6,326	$	11,680

Total Current Assets		6,326		11,680

INVESTMENT IN LEASE (NOTE 2)		12,478		12,267

OTHER ASSET:
Deferred stock offering costs		9,153		-
	$	27,957	$	23,947

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Accounts payable	$	53,028	$	4,652
Accrued interest		197		-
Note payable (Note 3)		10,000		-

Total Current Liabilities		63,225		4,652

STOCKHOLDERS' EQUITY (DEFICIENCY) :
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,
9,400,000 shares issued and
outstanding		9,400		9,400
Capital in excess of par value		44,100		44,100
Deficit accumulated during the
development stage		(88,768)		(34,205)

Total Stockholders' Equity (Deficiency)		(35,268)		19,295
	$	27,957	$	23,947

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

F-4

TRANSACT ENERGY CORP.

[A Development Stage Company]

STATEMENTS OF OPERATIONS


		Cumulative from inception
		On March 15, 2006
		Through		Year ended		Year ended
		December 31,		December 31,		December 31,
		2008		2008		2007

REVENUE	$	-	$	-	$	-


EXPENSES:
General and administrative		69,898		35,693		22,024
Unsuccessful lease purchases		18,673		18,673		-

Total Expenses		88,571		54,366		22,024

LOSS BEFORE OTHER INCOME
(EXPENSE)		(88,571)		(54,366)		(22,024)
Interest expense		(197)		(197)		-

LOSS FROM OPERATIONS
BEFORE INCOME TAXES		(88,768)		(54,563)		(22,024)

CURRENT TAX EXPENSE		-		-		-

DEFERRED TAX EXPENSE		-		-		-

NET LOSS	$	(88,768)	$	(54,563)	$	(22,024)

LOSS PER COMMON SHARE			$	(.01)	$	(.00)

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

F-5

TRANSACT ENERGY CORP.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

FROM INCEPTION ON MARCH 15, 2006

THROUGH DECEMBER 31, 2008


										Deficit
										Accumulated
								Capital in		During the
	Preferred Stock			Common Stock				Excess of		Development
	Shares		Amount	Shares		Amount		Par Value		Stage

BALANCE, March 15, 2006	-	$	-	-	$	-	$	-	$	-

Issuance of 8,500,000 shares of
common stock for cash at $.001
per share, April 2006.	-		-	8,500,000		8,500		-		-

Issuance of 900,000 shares of
common stock for cash at $.05
per share, August 2006	-		-	900,000		900		44,100		-

Net loss for the period ended
December 31, 2006	-		-	-		-		-		(12,181)

BALANCE, December 31, 2006	-		-	9,400,000		9,400		44,100		(12,181)

Net loss for the year ended
December 31, 2007	-		-	-		-		-		(22,024)

BALANCE, December 31, 2007	-		-	9,400,000		9,400		44,100		(34,205)

Net loss for the year ended
December 31, 2008	-		-	-		-		-		(54,563)

BALANCE, December 31, 2008	-	$	-	9,400,000	$	9,400	$	44,100	$	(88,768)

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

F-6

TRANSACT ENERGY CORP.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS


		Cumulative from inception
		On March 15, 2006
		through		Year ended		Year ended
		December 31,		December 31,		December 31,
		2008		2008		2007

Cash Flows From Operating Activities:
Net loss	$	(88,768)	$	(54,563)	$	(22,024)
Adjustments to reconcile net loss to net cash
used by operating activities:
Change in assets and liabilities:
Increase (decrease ) in accounts payable		53,028		48,376		(1,129)
Increase (decrease ) in accrued interest		197		197		-

Net Cash (Used) by Operating Activities		(35,543)		(5,990)		(23,153)

Cash Flows From Investing Activities:
Acquisition of oil and gas leases		(12,478)		(211)		(216)

Net Cash (Used) by Investing Activities		(12,478)		(211)		(216)

Cash Flows From Financing Activities:
Proceeds from common stock issuance		53,500		-		-
Stock offering costs		(9,153)		(9,153)		4,000
Proceeds from note payable		10,000		10,000		-

Net Cash Provided by Financing Activities		54,347		847		4,000

Net Increase (Decrease) in Cash		6,326		(5,354)		(19,369)

Cash at Beginning of Period		-		11,680		31,049

Cash at End of Period	$	6,326	$	6,326	$	11,680

Supplemental Disclosures of Cash Flow Information:

Cash paid during the periods for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the years ended December 31, 2008 and 2007:

None

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

F-7

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – TransAct Energy Corp. (“the Company”) was organized under the laws of the State of Nevada on March 15, 2006. The Company plans to engage in the business of acquiring and selling oil and gas lease interests. The Company has not generated significant revenues and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. 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.

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

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” [See Note 5].

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at December 31, 2008 and 2007 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, 2008 and 2007, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2008 and 2007.

Loss Per Share - The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share,” which requires the Company to present basic and dilutive loss per share when the effect is dilutive [See Note 8].

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.

F-8

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (as amended), SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”, SFAS No. 162, “The Hierarchy of GAAP Sources for Non-governmental entities”, and SFAS No. 163, “ Accounting for Financial Guarantee Insurance Contracts” were recently issued. SFAS No. 157, 159, 160, 161, 162 and 163 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Investment in leases – All costs such as bid fees and lease rental payments related to the acquisition of oil and gas leases are deferred and amortized on a straight-line basis over the term of the lease. (See Note 2)

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

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

NOTE 2 - INVESTMENT IN LEASE

On September 7, 2006 the Company acquired a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash. To date the Company has paid annual lease payments of $427 for a total capitalized cost of $ 12,478. The lease is for a 5 year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta. During the year the Company also incurred $18,673 in costs related to unsuccessful lease purchases which have been expensed.

F-9

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 3 – NOTE PAYABLE

The $10,000 convertible promissory note payable is unsecured, bears interest at 10% per annum and is due and payable on April 21, 2009. The payee has the option to convert the entire principal amount on or before April 21, 2009 into common shares of the Company based on a conversion rate of $.00345 per share and no interest is due if the principal is converted to shares of the Company. At December 31, 2008 accrued interest was $197.

NOTE 4 - 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 December 31, 2008.

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

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

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

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”. SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at December 31, 2008, an operating loss carryforward of approximately $88,800, which may be applied against future taxable income and which expires in various years through 2028.

F-10

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 5 - INCOME TAXES (CONTINUED)

The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax asset is approximately $17,800 and $6,840 as of December 31, 2008 and 2007 respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2008 is approximately $10,960.

NOTE 6 - GOING CONCERN

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

NOTE 7 - RELATED PARTY TRANSACTIONS

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

Office Space - The Company has not had a need to rent office space. A related company of an officer/shareholder is allowing the Company to use an office as a mailing address, as needed, at no expense to the Company. During the years ended December 31, 2008 and 2007 the Company has paid $8,500 and $5,630 respectively and has a payable of $5,410 for the use of telephone, fax and office equipment.

F-11

TRANSACT ENERGY CORP.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 8 - LOSS PER SHARE

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


		Year ended		Year ended
		December 31,		December 31,
		2008		2007

Loss from operations available to common shareholders
(numerator)	$	(54,563)	$	(22,024)

Weighted average number of common shares
outstanding during the period used in loss per
share (denominator)		9,400,000		9,400,000

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

NOTE 9 – SUBSEQUENT EVENTS

Proposed Public Offering of Common Stock - The Company is proposing to make a public offering of 2,000,000 shares of common stock. The Company has filed a registration statement with the United States Securities and Exchange Commission on Form S-1. An offering price of $.25 per share has arbitrarily been determined by the Company. The offering will be managed by the Company without any underwriter. The units will be offered and sold by officers and directors of the Company, who will receive no sales commissions or other compensation in connection with the offering, except for reimbursement of expenses actually incurred on behalf of the Company in connection with the offering. The offering was declared effective on December 12, 2008. At December 31, 2008 no shares have been sold. During the year the Company incurred stock offering costs of $ 9,153 which will be deferred and offset against the proceeds of the proposed stock offering.

F-12