UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2022

☐ 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.)

1901 Cornwall Ave Suite 367, Bellingham, WA 98225 United States

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code +1 360 510 0752

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 ☒ 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 ☒ 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☐ 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 ☒		Smaller reporting company ☒

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Ex-change Act. ☐

Indicate by check mark whether the registrant has ﬁled a report on and attestation to its management’s assessment of the eﬀectiveness of its internal control over ﬁnancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting ﬁrm that prepared or issued its audit report. ☐

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 June 30th, 2022, the aggregate market value of the voting stock of Transact Energy Corp. held by non-affiliates of the registrant was $4,138,352.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of December 31, 2022, we had issued and outstanding 65,617,427 shares common stock, $.001 par 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 may not be historical facts and may be “forward-looking statements.” Such forward-looking statements can 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 1, 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 founding shares equal to nine million four hundred thousand (9,400,000), an initial public offering (IPO) of one million one hundred and two thousand shares (1,102,000) at twenty-five cents ($0.25), the acquisition of a technology asset of two million six hundred thousand shares (2,600,000) and fifty-two million five hundred and fifteen thousand, four-hundred and twenty-seven (52,515,427) shares for operations (including consulting, management and debt settlement).

The Company was originally formed to manage energy related assets and has changed its scope to sustainable technology development. The Company incorporates new technologies to provide sustainable energy sources and products. It has now focused completely on an Industry 4.0 manufacturing facility producing commodities from municipal solid waste without emissions utilizing sustainable energy sources.

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) by management.

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

Our business is to use sustainable technology to produce sustainable products. TransAct Energy Corp has transitioned from its original focus of developing raw energy resources to manufacturing using solid waste as an above ground resource/asset.

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.

In 2008, the Company was introduced to geothermal power projects in British Columbia, Canada. We worked with 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 pending them securing drill permits on the two projects. The licenses associated with these projects lapsed and were acquired by a different corporation. 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 waste optimization plant although we are maintaining dialogue with its principals 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 add the development of traditional carbon fueled power projects. After discussions with Spectrum Energy Project Investments (a UAE power company), we submitted applications to the Basra Investment Commission to develop/manage three natural gas power plants. These multi-billion-dollar projects came 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). Most 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 groundwork 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 one major project in Southeast Asia in 2011. 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 a 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 (“ZEWOPtm”) 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 (1000+ 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 ZEWOPtm 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 to complete the certification of our plants going forward. We identified suppliers of feedstock for the proposed United

Kingdom plants, initiated the relationships for the uptake of any Synthetic Gas and Electricity(neither are part of our product mix now) 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 feedstock. In Brazil, we initiated a relationship to create a green energy fund 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 Mexico plant.

Throughout 2014 TransAct worked to finalize the engineering review and agreements necessary to develop the first ZEWOPtm in Puebla, Mexico. The plant under design is capable of processing 1320 metric tons per day of Municipal Solid Waste (“MSW”) and was estimated to cost approximately three hundred million dollars (updated in 2022 to $400 Million). In late November Fichtner Consulting Engineers reported they believed the ZEWOPtm could 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 ZEWOPtm products and formalize the share purchase agreement with the Puebla Waste Consortium (“PWC”). PWC intended on providing 30% of the capital required to build the ZEWOPtm, while TransAct negotiates third party lenders for the remaining 70% of the cost through debt instruments.

The Company delivered the results of the Fichtner Report to the Puebla City Staff in December of 2014. The cost of the plant was more than originally discussed because it included MSW pre-processing and dewatering component. This affected the required equity and although it was never stated, appears to be cause of PWC hesitation. We also found out subsequently that there was legal wrangling and back-room negotiations between the existing MSW concession holders and the municipal/state government, affecting their ability to sign with us. After 6 months with no movement forward for the MSW feedstock from the City of Puebla, Management set out in 2015 to secure an alternate source of MSW. The agreement we had with the Puebla Waste Consortium was terminated, however, the sales efforts were all to National/International companies whose interest in our products will not change with a change in location.

Because of the specialized nature of many of the ZEWOPtm components, we initiated some of the equipment procurement; thus, 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 Limited”, this company will in turn wholly own each national subsidiary. The first national subsidiary of TransAct Global is “TransAct Energy Mexico S.DE R.L. DE C.V.” which will own a majority shareholding of each holding company that owns a ZEWOPtm like the Mexican corporation “Puebla ZEWOP 1, S. DE R.L. DE C.V.”.

At the beginning of 2015 we focused on finalizing the sale of the anticipated ZEWOPtm products. 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 the expected product and agreements ready to be signed subject to us finalizing our feed-stock agreement (Waste Supply Agreement) for the first plant.

In summary 2015’s efforts focused on completing the due-diligence for the Mexican candidate feedstocks including matching equity partners and buyers of the resulting products. Every effort was made during the year to keep the candidate banks for debt financing informed of our progress and they appear to be continuing with their support.

2016 we focused on finalizing contracts for the required MSW feedstock. The results were a signed memorandum of understanding (MOU) with a private contractor in Mexico City and a municipality outside of Asuncion, Paraguay; a letter of invitation from the Republic of Panama; and a formal proposal to a municipality in the State of Jalisco, Mexico now awaiting the formal request for proposal coming in 2017. The Mexico City MOU was followed in December 2016 with a Waste Supply Agreement. Each opportunity was negotiated to satisfy our need for thirteen-hundred and twenty metric tons per day of MSW feedstock per ZEWOPtm.

2017 was Transacts breakthrough year as it finally secured the required feedstock under long-term contract for its first ZEWOPtm to be in Mexico’s second largest city Guadalajara. We immediately secured a strategically located industrial site in El Salto and have proceeded to pre-sell the products from the future ZEWOPtm.

In 2018 we focused on completing the due diligence for the El Salto site, the pre-development capital required to pay for the building-site and the completion of all preliminary design work required to secure an EPC Contractor (Engineering, Procurement and Construction) through the tender process to build the ZEWOPtm. Due diligence was completed proving the site suitable for our proposed use and the landowners have so far continued to wait for us to close on the site.

The pre-development capital was committed to as a bridge-loan, but to date has not been received.

Figure 1: Concept Rendering of El Salto ZEWOPtm

Plant is estimated at 31,355 sq. meters. Using approximately 7.2 hectares.

2019 was dominated with closing the funds to build the El Salto ZEWOPtm and preparing the Company for operating status. This included continued meetings with members of the new Mexican government to forward our waste management approach in Mexico and renegotiating the purchase of the El Salto lands anticipating a closing. We started the process of acquiring a sustainable geothermal technology that will provide most of the energy required to operate the ZEWOPtm. Our incoming COO and CPO started working through the people requirements for Mexico.

We acquired another Irish corporation to hold our physical assets in Ireland as we start the search for facilities to house our global accounting, human resources, and research/development offices in Dublin. To that end Christina Kenny officially came on as our Chief People Officer starting the process of identifying our first hires for both the global administration and the El Salto ZEWOPtm.

2020 had two focuses: We continued raising the predevelopment capital for El Salto, Mexico and new business development initiatives that could result in cash flow. Raising the pre-development capital for El Salto during COVID-19 Pandemic led to the loss of several funders, however, as companies adjusted it created new opportunities. We reduced our initial capital requirements by $10 Million through negotiating a lease/purchase agreement on the El Salto lands. Then after many single-family office contacts we negotiated the balance of the funds required. We have secured a $14 Million loan with an office that owns an EPC Contractor and we have agreed to their preferred vendor status, provided they are competitive through the tender process. In terms of business development, we contracted to develop a retail business using our core reactor technology. The retail opportunity is now in the business planning stage.

2021 efforts were focused on planning, team building and completing our funding in anticipation of starting the predevelopment phase of the El Salto ZEWOPtm. In that process we clearly identified our purpose “To Help humanity restore its balance with nature” and our Mission “To utilize latent energies and human off casts to create resources that enhance the Economy, the Environment and Communities we operate in.” All corporate activity undertaken will work towards our vision of “a world where all energy and resources used to sustain humanity, have no impact on the biosphere.” To that end we spent time examining our future risk and resilience strategies, examining our supply-mesh, and creating a detailed plan for the first ninety-days after launch. We continued to

manage four potential funding relationships, two of which have continued to mature through due diligence and negotiations. During this period, we also were able to raise some working capital and maintain relationships in Guadalajara, MX. We initiated feedstock (MSW) discussions in three states in the US northeast each is in its own process.

Raising the money, we need to build the first ZEWOPtm sums up 2022. While continuing to work the financing offered through DGS Management we initiated the steps to create a rule 144-A bond triggered by an offer to purchase the same from a wealth management firm. This included engaging the law firm Dykema to prepare the bond documents. We continued to raise working capital and maintain relationships in Guadalajara, MX.

Business Strategy

TransAct Energy Corp. has elected to focus entirely on the global development and dissemination of its ZEWOPtm. The ZEWOPtm makes ecological, economic, cultural, and social sense. Becoming an engine that supports the circular economy in any community it enters, sustainably; Municipalities can now be paid instead of paying to manage their MSW. In the process, TransAct can incorporate many of the energy technologies it has worked on including, geothermal and solar.

It is our intent during the eighteen-months that it should take to construct the first municipal scale ZEWOPtm; to debug any mechanical/operational issues of the design. After the first building is complete (approximately one-year in), we will secure the second site in Guadalajara and start its construction as soon as the first plant is certified operational. We will complete the assembly of the second ZEWOPtm to perfect the project management process, creating a cookie cutter approach to ZEWOPtm erection.

The first two ZEWOPtm gives us the opportunity to recruit and train the project managers’ expertise to effectively work with our EPC contractors in the development of each new ZEWOPtm; with a focusing on streamlining the supply chain of required materials and equipment.

During the estimated twenty-four to 30 months it will take to get the first two ZEWOPtm underway, we intend on imbedding a team in Europe to secure feedstock and development sites for the next twenty ZEWOPtm. This approach will be continued around the globe, selecting major markets that are politically and economically ready to adopt our approach to sustainable manufacturing using solid waste. Upon receipt of the loan funds required for the predevelopment of the El Salto, ZEWOPtm; our pre-described timeline will start.

With a firm start date and location of the first ZEWOPtm TransAct Energy Mexico can proceed to finalize long-term offtake agreements. We will reengage Fichtner Consulting Engineers to prepare working drawings, that while being approved under permits and permissions will go to tender for a guaranteed procurement and construction contract (EPC).

TransAct intends on establishing the manufacturing of our proprietary reactors in the lower USA. Our facility would supply the demand for both Mexico, South America, Central America, Canada, and the USA.

ZEWOPtm can demonstrate to Mexico and the World a municipal scale solution to manufacturing using solid waste without emissions. Although we have been approached to build in other North American cities, we feel the market is best approached when the first ZEWOPtm is fully operational to garner government agency support. Once we break ground, we will make sure major municipalities throughout the US and Canada are aware of our process, so we get on their technology review lists. This will ensure a smoother entry into North American markets,

Until 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 the upcoming year and plan to raise additional capital as required.

Markets and Customers

All global markets need to adopt a circular-economy strategy, the complete processing of solid waste into useable products/commodities without emissions or landfilling is a start. Countries around the world are adopting standards that will reduce green house gas emissions. They are promoting better use of resources, ultimately seeking freedom from new resource harvesting including foreign petroleum. The TransAct ZEWOPtm provides these markets with an emissions free solution utilizing their solid waste and turning it into products and fuels that can be used in these domestic markets.

We have had discussions and early contract negotiations with entities in Brazil, Canada, Europe, Mexico, and USA. Europe is the most advanced market with legislation in place that targets zero-landfills and zero-emissions within a few short years. The current ZEWOPtm design for mass production has a plant size processing capacity of approximately 1320 tonnes per day of raw municipal solid waste (based on 2 Kgs per day per person, approximately 660,000 people in North America slightly less in Europe).

Our target service customers are corporations or municipalities with municipal solid waste, plastic, tires, or medical waste as these are the most profitable waste streams. However, we can process any carbon-based waste stream including sewage and agricultural.

Our target ZEWOPtm products customer includes airlines, shipping companies, bus companies, trucking companies or fuel retailers requiring direct blend green fuels to meet legislated targets. The EU 20/20 legislation started on January 1st of 2015, requires a 20% green fuel blend by 2020. This has created customers needing a green fuel that can blend with existing refined fuels. Since 2015, all airplanes or ships landing in the EU require 15% of their fuel to be green. We anticipate these sectors will adopt our fuels in this capacity upon EU certification. Our customers also include friction product manufacturers (brake pads, clutch plates, sanding disks) and wood product manufacturers (plywood, particle board, OSB etc.) that utilize phenol resins in their manufacturing process. We are targeting manufacturers of biodegradable plastics and pharmaceuticals for our Levoglucosan and tire/rubber manufacturers, lithographers and printers for our high-quality carbon black. Waxes for the cosmetic industry, paraffin waxes for a variety of other uses including candles, along with high grade lubricating oils are ZEWOPtm products. We produce fertilizers for the agricultural industry, a brick mix for the construction industry, a variety of reclaimed metals, and purified (distilled) water. Acetic acid and furfural are manufactured for industrial chemical manufacturers. We have a diverse mix of products and potential customers.

Employees

As of December 31, 2022, the Company has a combined CEO/CFO. The Company has identified persons for many of its required portfolios and intends to finalize employee agreements in 2023 assuming full funding. The focus will be on growing the human resource, development, accounting, supply chain, and sales teams first and then filling out the rest as we progress towards operations.

Our global offices covering human resources, accounting, research, and development will be based in Dublin, Ireland and will be staffed accordingly starting in 2023.

As the company ramps up the ZEWOPtm in Mexico, it anticipates bringing on 50 to 75 employees in its Mexican subsidiary.

The Company did not experience any labour disputes or labour stoppages during the current fiscal year.

Principal Products

The Company’s principal products are carbon black, phenol resins and Levoglucosan making up approximately 71% of our proposed revenue. Waxes account for another 15%.

Sources and Availability of Raw Materials

The raw material for the ZEWOPtm is solid waste; better known as trash or garbage. Humanity currently produces over 11 Billion tonnes of waste per year. Just over 2 Billion tonnes is processed by use of landfills or incineration technologies; while the rest is dumped raw onto land/oceans. Garbage is readily available in every municipality on our planet.

Seasonality of Business

Waste from human activities is generated 365 days a year with slight seasonal variations occurring in MSW. Our facilities are designed to run every day of the year. The products we produce are in demand globally and used year-round.

Industry Practices/Needs for Working Capital

The Company is heavily involved in development operations; therefore, high levels of working capital will be committed directly or indirectly to the construction efforts. After a ZEWOPtm becomes commercially operational, the needs of working capital are expected to be low. The Company is expecting to be significantly involved in development activities for the next 20 years.

Dependence on Few Customers

While the waste supplied to each ZEWOPtm comes from millions of residences in a city; our contract is typically awarded by one customer. The Company’s dependency on one customer for the feedstock is mitigated by the long-term waste and operational guarantees in our agreement. In the future, we may be able to set up direct homeowner and business waste pickup agreements.

The market for our products is vast. However, the number of entities that can physically, logistically, and economically purchase large quantities of the commodity in our area of operations are limited. The Company’s primary revenues are projected to originate from carbon black (21 %+) and phenol resin (38 %+) sales. Currently, the Company has interest from three multi-national corporations for these and other ZEWOPtm products. Mitigating risk factors with customers will focus on their creditworthiness, a guaranteed long-term contract with no-out, unless we do not perform. We can also build up a multitude of small order customers over time.

Competitive Conditions

The interest in both sustainable energy, manufacturing, and the waste to value sector have continued to grow as have the amounts of garbage. Every government on the planet is faced with growing amounts of solid waste and the mandate to use it as a resource rather than bury or burn it. The demand for sustainable energy continues to increase almost everywhere on the planet at the same time. Climate changes affect the demand for heating and cooling and the lack of rain in certain areas impacts on the ability to produce hydroelectricity. Political instability or the threat there of, in oil producing regions sends countries that have petroleum-based economies scrambling for alternatives. Economic instability impacts on many countries abilities to import energy; causing them to look within their own borders for energy that provides autonomy. The pressure is on all nations to look at and change the environmental impact of their solid waste.

Each product we produce is made by reprocessing solid waste, resulting in “green” and cheaper products. Our production process has no emissions or environmental impact compared to competitive products that come from crude oil and natural gas. Because our raw material is garbage, we are not subjected to market fluctuations and can consistently maintain our cost of goods compared to our competitors. The finished products are produced at much lower costs than our competitors giving us a natural advantage going forward.

Any technology that can produce value from waste in a cost-effective manner has a competitive advantage in the complex matrix of sustainable production. To date, there have been no emission free and cost-effective value from waste technologies to handle the ever-growing waste on our planet. Governments have settled for incineration with

scrubbers that remove the pollutants to established levels. The new emission targets being established for waste going forward, limits the competition.

Availability of resources, upfront capital and customers willing to pay for the resulting products, determine the generation resource. The markets where they have resources but not the expertise or upfront capital, opens the competitive field for those able to build, own, and operate profitable facilities over the long-term.

The Company believes that our emission free technology, low operating costs and ability to process all waste streams into useable products with full carbon capture and a low “full life” cost will allow it to successfully compete for long-term waste processing and green product supply agreements globally.

Factors that can influence the overall market for our products include some of the following:

·number of market participants buying and selling green products including fuels;

·environmental regulations that impact us and our competitors;

·availability of production tax credits and other benefits allowed by tax law;

·relative ease or difficulty of developing and constructing new facilities; and

·credit worthiness and risk associated with buyers.

Environmental Compliance

The TransAct ZEWOPtm was designed and meets the European Union Environmental Protection Agency emission free standards. The plants do not incinerate so there are no flue gases and no ash. All waste delivered to the plant is converted to useable products.

The incoming waste is maintained indoors and under cover at three-day processing levels, to avoid any possible nuisance.

The storage systems for liquids produced on site pending shipment; meet or exceed regional standards for safety and environmental impact.

All known environmental issues in the ZEWOPtm have been identified and solutions obtained that will mitigate these issues beyond established compliance.

Available Information

We will be making available in the near term, through our Internet website at http://www.transactenergycorp.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information on our website is not incorporated into this report and is not a part of this report.

All material press releases are disseminated through a North America wide news wire service, published on our website, LinkedIn and twitter (transactenergycorp@transactenergyc).

Governmental Regulation

Although we intend to comply with all applicable laws and regulations, we cannot assure you that we comply or that we will be able to comply with all future laws and regulations. Additional national or regional 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 industrial plant development and operation is subject to substantial regulation under governmental laws relating to the development, upgrading, marketing, pricing, taxation, and distribution of our products and other

matters. Amendments to current laws and regulations governing development and operations of industrial plants 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 our industry generally, will not be changed in a manner which may adversely affect our progress and cause delays, inability to develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of development and operation of industrial projects. 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 development and operating activities.

The development and operations of our proposed projects are or will be subject to stringent federal, state, 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 development activities and operating programs on our proposed and future projects are or will be subject to extensive laws and regulations governing, development, production, imports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, plant safety, toxic substances, and other matters. Power development and operations are 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, state, and local laws and governmental regulations that may be changed from time to time in response to economic or political conditions. TransAct Energy Corp. in each jurisdiction is subject to regulation in respect of the production, sale, and distribution of energy in the form of fuel or electricity.

TransAct will be required to obtain various government approvals for construction of future facilities.

For project development TransAct will hire consulting and engineering services for site development, design, air quality, cooling water reuse, permitting, environmental engineering and regulatory compliance.

Environmental Credits

As a future “green” product producer, environmental-related credits, such as renewable energy credits or carbon credits, may become available for sale to power companies (to allow them to meet their “green” power requirements) or to businesses which produce carbon-based pollution. If available, these credits will belong exclusively to us or our joint venture and may provide an additional source of revenue.

Item 1A. Risk Factors.

General Business Risks

We are a new business with limited operating history and making an investment in TransAct is risky. If we are unable to successfully identify and secure waste optimization projects, 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 our business plan, and bidding on multiple waste-optimization projects globally. 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 bear the risk of complete loss of your investment if we are not successful.

Our future performance may depend on our ability to establish that a particular technology is economically sustainable. Sustainable technology development and operations involve a high degree of risk. The execution of our business plan is generally, dependent upon the existence of economically usable solid waste and the sale of our proposed product matrix. Expansion of the production of products from our technology is not certain and depends on successful production in quantities and containing enough marketable quality economically for future plants.

We have a need for substantial additional financing and will have to significantly delay, curtail, or cease operations if we are unable to secure such financing. The Company requires substantial additional financing to fund the cost of acquiring and developing ZEWOPtm. The Company also requires funds for other operating activities, and to finance the growth of our business, including the construction and commissioning of ZEWOPtm. We may not be able to obtain the needed funds on terms acceptable to us or at all. Further, if additional funds are raised by issuing equity securities, significant dilution to our current shareholders may occur and new investors may get rights that are preferential to current shareholders. Alternatively, we may have to bring in joint venture partners to fund further development work, which would result in reducing our interests in the projects.

We may be unable to obtain the financing we need to pursue our growth strategy for ZEWOPtm, which may adversely affect our ability to expand our operations. When we identify a manufacturing project that we may seek to acquire or to develop, a substantial capital investment will be required. Our continued access to capital, through project financing or through a partnership or other arrangements with acceptable terms, is necessary for the success of our growth strategy. Our attempts to secure the necessary capital may not be successful on favorable terms, or at all.

Market conditions and other factors may not permit future project and acquisition financings on terms favorable to us. Our ability to arrange for financing on favorable terms, and the costs of such financing, are dependent on numerous factors, including general economic and capital market conditions, investor confidence, the continued success of current projects, the credit quality of the projects being financed, the political situation in the jurisdiction in which the project is located and the continued existence of tax laws which are conducive to raising capital. If we are unable to secure capital through partnership or other arrangements, we may have to finance the projects using equity financing which will have a dilutive effect on our common stock. Also, in the absence of favorable financing or other capital options, we may decide not to build new plants or acquire facilities from third parties. Any of these alternatives could have a material adverse effect on our growth prospects and financial condition.

It is very costly to place ZEWOPtm into commercial production. Before the sale of any products can occur, it will be necessary to construct a ZEWOPtm, a delivery system, and considerable administrative costs would be incurred. To fund expenditures of this magnitude, we may have to find a joint venture participant with substantial financial resources. There can be no assurance that a participant can be found and, if found, it would result in us having to substantially reduce our interest in the project.

We may be unable to realize our strategy of utilizing the tax and other incentives available for developing ZEWOPtm to attract strategic alliance partners, which may adversely affect our ability to complete these projects. Part of our business strategy is to utilize tax and other incentives available to developers of ZEWOPtm to attract strategic alliance partners with the capital sufficient to complete these projects. Many of the incentives available for these projects are new and highly complex. There can be no assurance that we will be successful in

structuring agreements that are attractive to potential strategic alliance partners. If we are unable to do so, we may be unable to complete the development of our energy projects and our business could be harmed.

We may not be able to manage our growth due to the commencement of operations which could negatively impact our operations and financial condition. Significant growth in our operations will place demands on our operational, administrative, and financial resources, and the increased scope of our operations will present challenges to us due to increased management time and resources required and our existing limited staff. Our future performance and profitability will depend in part on our ability to successfully integrate the operational, financial, and administrative functions of our projects and other acquired properties into our operations, to hire additional personnel and to implement necessary enhancements to our management systems to respond to changes in our business. There can be no assurance that we will be successful in these efforts. Our inability to manage the increased scope of operations, to integrate acquired properties, to hire additional personnel or to enhance our management systems could have a material adverse effect on our results of operations.

If we incur material debt to fund our business, we could face significant risks associated with such debt levels. We will need to procure significant additional financing to construct, commission and operate our plants to generate and sell products. If this financing includes the issuance of material amounts of debt, this will expose the Company to risks including, among others, the following:

·a portion of our cash flow from operations would be used for the payment of principal and interest on such indebtedness and would not be available for financing capital expenditures or other purposes;

·a significant level of indebtedness and the covenants governing such indebtedness could limit our flexibility in planning for, or reacting to, changes in our business because certain activities or financing options may be limited or prohibited under the terms of agreements relating to such indebtedness;

·a significant level of indebtedness may make us more vulnerable to defaults by the purchasers of our products or in the event of a downturn in our business because of fixed debt service obligations; and

·the terms of agreements may require us to make interest and principal payments and to remain in compliance with stated financial covenants and ratios. If the requirements of such agreements were not satisfied, the lenders could be entitled to accelerate the payment of all outstanding indebtedness and foreclose on the collateral securing payment of that indebtedness, which would likely include our interest in the project.

In such event, we cannot assure you that we would have sufficient funds available or could obtain the financing required to meet our obligations, including the repayment of outstanding principal and interest on such indebtedness.

We may not be able to successfully integrate companies that we may acquire in the future, which could materially and adversely affect our business, financial condition, future results and cash flow. Our strategy is to continue to expand in the future, including through acquisitions. Integrating acquisitions is often costly, and we may not be able to successfully integrate our acquired companies with our existing operations without substantial costs, delays or other adverse operational or financial consequences. Integrating our acquired companies involves several risks that could materially and adversely affect our business, including:

·failure of the acquired companies to achieve the results we expect;

·inability to retain key personnel of the acquired companies;

·risks associated with unanticipated events or liabilities; and

·the difficulty of establishing and maintaining uniform standards, controls, procedures, and policies, including accounting controls and procedures.

If any of our acquired companies suffer performance problems, the same could adversely affect the reputation of our group of companies and could materially and adversely affect our business, financial condition, future results, and cash flow.

The success of our business relies on retaining our key personnel. We are dependent upon the services of our President and Chief Executive Officer, Roderick C. Bartlett, our Chief Financial Officer, Rod Bartlett, our Director and future COO Joe F. Dickson our Director and future CPO, Christina Kenny, our CR&RO, Doug Scott. The loss of any of their services could have a material adverse effect upon us. As of the date of this report, the Company has negotiated compensation agreements with some of these persons but does not hold key-man insurance on any of them.

The impact of governmental regulation could adversely affect our business by increasing costs for financing or development of energy plants. Our business is subject to certain jurisdictional laws and regulations, including laws and regulations on taxation, the exploration for and development, production and distribution of petroleum products, and environmental and safety matters.

Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Because of these jurisdictional regulations, we could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil, or water, including responsibility for remediation costs. We could potentially discharge such materials into the environment via:

·leakage of fluids or airborne pollutants from gathering systems, pipelines, plant and storage tanks;

·damage resulting from accidents during normal operations; and

·explosions.

Because the requirements imposed by such laws and regulations are frequently changed, we cannot assure you that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business by increasing cost and the time required to explore and develop geothermal projects.

Industry competition may impede our growth and ability to enter into energy purchase agreements on terms favorable to us, or at all, which would negatively impact our revenue. The manufacturing industry is highly competitive, chemical product industry is highly volatile, and we may not be able to compete successfully or grow our business. We compete in areas of pricing, access, and markets. The industry in many jurisdictions is complex as it is composed of public service districts, cooperatives, and investor-owned waste to value companies. Many of the participants produce and distribute electricity and fuels. Their willingness to purchase products from an independent producer may be based on several factors and not solely on pricing and surety of supply. If we cannot enter into offtake agreements on terms favorable to us, or at all, it would negatively impact our revenue and our decisions regarding development of additional plants.

Actual costs of construction or operation of a plant may exceed estimates used in negotiation of purchase and financing agreements. If the actual costs of construction or operations exceed the model costs, the Company may not be able to build the contemplated plants, or if constructed, may not be able to operate profitably. The Company’s financing agreements will typically provide for a priority payback to our partner. If the actual costs of construction or operations exceed the model costs, we may not be able to operate profitably or receive the planned share of cash flow and proceeds from the project.

There are some risks for which we do not or cannot carry insurance. Because our current operations are limited in scope, the Company carries property and public liability insurance coverage as needed but does not currently insure against any other risks.

As its operations progress, the Company will acquire additional coverage consistent with its operational needs, but the Company may become subject to liability for pollution or other hazards against which it cannot insure or cannot insure at sufficient levels or against which it may elect not to insure because of high premium costs or other reasons. Coverage is not available for environmental liability or earthquake damage.

Our officers and directors may have conflicts of interests arising out of their relationships with other companies. Several of our directors and officers serve (or may agree to serve) as directors or officers of other companies or have significant shareholdings in other companies. To the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. From time to time, several companies may participate in the acquisition and development of properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

Risks Relating To the Market for Our Securities

A significant number of shares of our common stock are eligible for public resale. If a significant number of shares are resold on the public market, the share price could be reduced and could adversely affect our ability to raise needed capital. The market price for our common stock could decrease significantly and our ability to raise capital through the issuance of additional equity could be adversely affected by the availability and resale of many shares in a short period of time. If we cannot raise additional capital on terms favorable to us, or at all, it may delay our exploration or development of existing properties or limit our ability to acquire new properties, which would be detrimental to our business.

Because the public market for shares of our common stock is limited, investors may be unable to resell their shares of common stock. There is currently only a limited public market for our common stock on the OTCBB in the United States, and investors may be unable to resell their shares of common stock. The development of an active public trading market depends upon the existence of willing buyers and sellers that can sell their shares and market makers that are willing to make a market in the shares. Under these circumstances, the market bid and ask prices for the shares may be significantly influenced by the decisions of the market makers to buy or sell the shares for their own account, which may be critical for the establishment and maintenance of a liquid public market in our common stock. We cannot give you any assurance that an active public trading market for the shares will develop or be sustained.

The price of our common stock is volatile, which may cause investment losses for our shareholders. The market for our common stock although newly initiated is assumed to be highly volatile. The trading price of our common stock on the OTCBB is subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to our Company could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders.

We do not intend to pay any cash dividends in the foreseeable future. We intend to reinvest any earnings in the development of our projects. Payments of future dividends, if any, will be at the discretion of our board of directors after considering various factors, including our business, operating results and financial condition, current and anticipated cash.

Our stock is 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

·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 affect transactions in penny stocks, except on an unsolicited basis, 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 mailing address is 1901 Cornwall Ave, Suite 367, Bellingham, WA 98225 United States. Our telephone number is 360-510-0752.

Item 3. Legal Proceedings.

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

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.

The Company first traded on February 24, 2010, on the Over-The-Counter Bulletin Board (the “OTCBB”) under the trading symbol “TEGY”. On September 28, 2021, until April 1st,2022 and then again on September 28, 2022, in compliance with amendments to SEC 15-c211, specifically the requirement to file audited financial statements, the Company was limited to an “Expert Market” status, blocking retail trading. Future trading prices of our common shares will depend on many factors, including, among others, our operating results, and the market for similar securities. As of January 2022, the company is in the process of engaging new accountants and auditors to maintain compliance.

As of December 31st, 2022, there are 103 active shareholders of record holding 52,443,052 restricted shares of the Company’s common stock and 13,174,375 unrestricted shares eligible for trading of which 9,553,143 are considered active shares. The total issued and outstanding is 65,617,427 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 is 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.

The root of our business is manufacturing, turning solid waste into an above ground asset, in other words all that wood, oil, aluminium, copper, iron, cotton and other materials harvested from the planet that we use in consumer items and then throw away when we are done with it can be put back into the economy using automation, robotics, AI, IoT combined with sophisticated hardware, chemical and mechanical knowhow. Our business will do this utilizing advanced sources of sustainable energy, so each plant is autonomous and becomes completely emissions free exemplifying sustainable industry. This is a big undertaking for a start up which is what we are even after existing for sixteen years. Our management discussion and analysis will reflect the capital struggle we have had to get to the point we are now.

We initially transitioned to a sustainability focus in 2008, it took us another 5 years to acquire and settle into our manufacturing role which is discussed in our history. The total focus now of TransAct Energy’s business resources over the past 8 years has been bringing a municipal scale (1000 tonnes of municipal solid waste per day or greater) zero-emissions waste optimization plant to market. This involved bringing credibility to the concept and design by engaging third party verification from a globally recognized engineering firms so that the controllers of the waste and financiers of industry would at least give us an audience.

Over the last few years, we have been able to secure the components required to bring to fruition the important first ZEWOPtm, the feedstock (1320 metric tons per day of MSW under a long-term contract), a suitable site (industrial land at least 7 hectares in size, with applicable zoning and no ground contamination), pre-sales of our products (getting commitments out of credible end users) and financing commitments for the complete project. What we have not been able to do yet is get the pre-development capital approximately $20 Million required to satisfy the long-term money, that requires we have a guaranteed EPC contract and the offtake agreements in place. This requires we secure the land, obtain working drawings for tendering the EPC contract, award the EPC and then based on that timeline finalize the offtakes. To obtain the $20 Million, we must constantly find and communicate with potential sources of this money (private funds, hedge funds, venture funds, institutions).

To fund our development stage process, we have raised our operating capital through short-term loans and convertible notes as previously discussed and we will have to continue this practice until we raise the next $20 Million. Over the 16 years we have existed we have accumulated a $17 Million deficit; almost half of this can be accounted for in $9.2 Million of interest on less than $676K in what were supposed to be short term loans. The interest associated with these loans was negotiated based on a quick repayment that did not occur. We continue to accrue the interest on its original terms until we can negotiate/repay the same. A large portion of the balance of the deficit can be attributed to compensation whether consultants or employees and will escalate from this point forward as we must enlarge the team as we get closer to completing the required capital raise. Up to this point we have $3.8 Million in compensation outstanding. Of the deficit $3.6 Million has been raised through the company’s common stock over the past twelve years the balance sits as outstanding liabilities primarily the interest and compensation accrual.

The incorporations and the pre-development work are reflected on our balance sheet under current assets and other non-current assets. The engineering, accounting and legal works resulted in some additional accounts payable.

Financing efforts for the ZEWOPtm in, Mexico although progressing have not resulted in material contracts and as such did not impact on our financial results other than as discussed herein. Market development efforts will not be material and reflected in our financial statements until bona fide’ agreements are monetized.

Plan of Operation

For the 2023 year the Company’s focus is to:

1.)Secure the full development capital under contract. Where upon receipt, we intend to maintain our accounts payable as current, fund day to day corporate costs through to cash-flow, establish our Global Human Resource, Accounting, Research and Development Center in Ireland, including establishing our corporate management team to facilitate items 2 and 3 below.

2.)Complete the development of the ZEWOPtm in El Salto (Guadalajara), Mexico as follows.

a.Complete lease/purchase of lands.

b.Secure C-suite executives and Mexico support team.

c.Meet all corporate compliance.

d.Finalize Product Off-take Agreements.

e.Complete working drawings for El Salto ZEWOPtm.

f.Secure all required permits and permissions.

g.Complete EPC contracts and supplier agreements.

h.Establish reactor manufacturing plant in the USA.

i.El SaltoSite development, construction, and assembly of plant.

3.)Finalize second Mexico ZEWOPtm contracts to launch development in 2024.

4.)Continue with European market entrance towards end of 2024.

Results of Operations.

Period from January 1, 2022, to December 31, 2022

We generated no revenue from January 1, 2022, to December 31, 2022. For the year ended December 31, 2022, our general administrative expenses were $586,198. Currently our general administrative expenses consist primarily of compensation (66%) and consulting (30%). During 2022 we recorded interest expense of $1,5698,052 primarily because of notes payable. Thus, we have reported a net loss of $2,155,250 for the period ended December 31, 2022. Our total net loss from inception on March 15, 2006, through December 31, 2022, was $16,964,519.

Stock-Based Compensation Costs

Stock-based compensation represents 0% of the Company’s operating expenses for the fiscal year ended December 31, 2022. The stocks are a part of our annual executive compensation plan, and are issued when earned to obtain, retain and motivate our directors, executives and employees.

Liquidity and Capital Resources

On December 31, 2022, we had total assets of $716,088. Our Current assets are $283,879. Current liabilities on December 31, 2022, totaled $14,051,097 they consisted of accounts payable in the amount of $301,390, accrued interest of $9,291,573, compensation payable in the amount of $3,782,064, notes payable net in the amount of $676,070.

We filed a 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. We exceeded the minimum of our offering of $250,000 on or before August 31, 2009, and subsequently closed the offering. We issued a total of 1,102,000 shares under our offering of $0.25 per share to raise a total of $274,398. The funds were used as per the prospectus to cover the offering costs and to secure additional business for our operations.

The Company has relied on short term notes (12 months or less) with a conversion to common stock provision and offshore restricted stock sales to fund its corporate activities over the past year. This has resulted in more shareholders which creates the potential for greater liquidity going forward however it also provides greater dilution of individual holdings.

The Company has limited capability without significant assets or earnings to raise debt. The development of ZEWOPtm the core business of the Company will rely on debt markets. To attract this capital, the Company will have to secure long term waste supply contracts and long-term product sales contracts both from high credit worthy entities. The Company must agree to encumber the assets associated with each ZEWOPtm and all net revenue until the debt is retired. This arrangement will restrict the Company’s ability to pay dividends to its shareholders.

Potential Acquisitions

We anticipate acquiring a 19-hectare industrial site in the Greater Guadalajara, Mexico area in 2023. Going forward we may be required to acquire existing waste supply agreements to operate in some cities. We may also elect to acquire some of the technologies we intend on using to further protect the intellectual property of our ZEWOPtm.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been made. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for the financial statements.

Cash and Cash Equivalents

The Company considers cash deposits and highly liquid investments to be cash and cash equivalents for financial reporting presentation on the balance sheet and statement of cash flows. The Company subscribes to the accounting standards that define cash equivalents as highly liquid, short-term instruments that are readily convertible to known amounts of cash, which are generally defined investments that have original maturity dates of less than three months.

Contractual Obligations

We have or will have material commitments for the next twelve months that include supporting professionals (including engineers, accountants, lawyers, and auditors) and the management compensation agreements. We will require additional capital to meet our liquidity needs. As a result, our independent directors 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.

Need for Additional Financing

We estimate our upcoming operating expenses to increase substantially as we transcend from development stage to operating stage and maybe as much as $1,000,000,000.00 this year. We do not have any commitments for capital expenditures however we do anticipate entering commitments to secure acquisitions. We believe we will need additional funds to cover our expenses and acquisitions for the next twelve months. Our need for capital may change dramatically as we pursue our business plan during that period. At present, we have no material understandings, commitments, or agreements with respect to the acquisition of any business venture or capital commitments. 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.

Off Balance Sheet Arrangements

As of December 31, 2022, the Company had no off-balance sheet arrangements.

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 engaged.

Item 9A. Controls and Procedures.

None.

Item 9A(T). 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 and based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 December 31, 2022, the end of the period covered by this Report. However, anticipating greater levels of business activity in the near term we expect that we will require a financial controller in order to maintain our disclosure controls and procedures. Steps will be taken to bring on this person in a timely manner.

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 of 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, 2022. 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, 2022, our internal control over financial reporting did not meet the required standard.

This annual report does not include an attestation report of any registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by any registered public accounting firm in non-compliance with rules of the Securities and Exchange Commission that require the Company to provide an audited report in this annual report. An amended audited filing will take place this year.

(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.

Item 9B. Other Information.

There are no further disclosures. All information that was required to be disclosed in 2022 has been disclosed but not audited.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of Directors, Executive Officers and Significant Employees

The following sets forth certain information concerning the current directors, executive officers, and significant employees of our company. Each director has been elected to serve until our next annual meeting of stockholders and until his successor has been elected and qualified. Each executive officer serves at the discretion of the board of directors of our Company, and each has been elected for a 1 year term.

NAME	AGE	POSITION
Roderick C. Bartlett ⁽¹⁾	66	CEO acting CFO and Director Corporate Secretary
Joseph F. Dickson ^{(1) (2)}	67	Director
Christina Kenny ^{(1) (2)}	46	Director

(1)Member of the Compensation and Governance Committees.

(2)Independent Director.

Our directors and executive officers have 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 officers and directors.

Rod Bartlett. President, CEO and Director has over 40 years of experience in business development. Rod was a founding shareholder of TransAct Energy Corp. and has been instrumental in bringing it through the regulatory and business development process. Rod is heavily involved in the negotiations related to securing future business for the company. During the last twenty years, Rod has been active in the public markets. ActionView International (advertising), Quest Oil (oil & gas), and S2C Global Systems (water distribution) are a few of the companies that he has been instrumental in developing and taking them to the next level.

Joseph F. Dickson. Director: Joseph Dickson is currently the CEO of Ducted Wind. Previously he was the Chief Operating Officer of Innovation Fuels, Inc. out of Syracuse, NY leading the company’s bio-diesel plant operation and project development efforts from Sept. 2007 until Dec. 2009. Mr. Dickson was the Director of Entrepreneurship at Syracuse University, Syracuse, NY from Feb. 2006 to Sept. 2007, the COO, Integrated Defense Systems, Inc., Glen Rock, PA from June 2005 to Jan. 2006 and the COO, Drug Risk Solutions, LLC a drug discovery company from June 2000 to June 2005. Mr. Dickson has 40 years of business experience in new ventures, business plan execution, organizational management, and operations. He has a background in high tech product design and development, manufacturing, and sales and marketing to commercial and military markets gained while working at GE and other high-tech companies. He started and successfully financed two companies in the microelectronics and information technology industries. He has an undergraduate degree in chemistry and an MBA.

Christina Kenny. Director was the CPO at ABTRAN a customer and business process management solution provider , from November 2017 thru August 2019, CPO-Global at Voxpro Ireland and International a multilingual customer experience & technical support solution provider from September 2016 to October 2017, the CEO, Change by Design, Scotsdale, AZ a management consulting firm from 2012 to Jan. 2016 and the Chief Admin Officer and SVP People at NTRplc US and Ireland an international renewable energy group from June 2008 to June 2012. Ms. Kenny has over 20 years of business experience in new ventures, business plan execution, organizational management, and operations. She has an extensive background in human resources and people management. Ms. Kenny led successful international expansion efforts managing growth from 125 employees to 5000+ in new renewable energy and waste management business. She has an undergraduate degree in finance/human resources and an MBA.

NB: Both Karie Elsasser and Tina Vanderheyden resigned as Directors in May 2022.

Significant Employees Who Are Not Executive Officers

None

Family

There are no family relationships between the members of our board of directors. Janice Bartlett, director of TransAct Energy Global Limited and TransAct UK is a UK attorney and cousin to Rod Bartlett.

Audit Committee and Audit Committee Financial Expert

To date, the board of directors (“BOD”) has not formed a formal audit committee, nor has it secured an audit committee financial expert. The BOD intends to form said committee and secure said expert when it becomes operational.

Audit Committee Financial Expert

Our board of directors currently acts as our informal 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.

Item 11. Executive Compensation.

We have a formal compensation agreement with our Chief Executive Officer. We do not currently have a compensation agreement with our BOD and our Advisory Board members, although we intend to do so in the future. All Officers, Directors and Advisory Board members are reimbursed for their expenses related to Company service. Our active officers will receive compensation for the year ended December 31, 2022. The Directors were accrued $8,946 for the full 2022 year. The directors of each subsidiary were accrued $4,777 for active and $ $2,388 for inactive companies for the full 2022 year prorated where applicable.

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year Ended	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation ($)
Roderick Bartlett, CEO, CFO President and Director Director TransAct Energy Global/TransAct Energy Mexico, Puebla ZEWOP1, TransAct Energy UK Ltd, Earthwise Water & Chemical	2022	327,145	0	25,665	0	0	0	0

Janice Bartlett, Director TransAct Energy Global Limited, TransAct Energy UK Ltd, Earthwise Water & Chemical	2022	0	0	9,554	0	0	0	0

Joe Dickson Director	2022	0	0	8,946	0	0	0	0

Karie Elsasser, Director (resigned)	2022	0	0	3,603	0	0	0	0

Christina Kenny, Director	2022	0	0	11,335	0	0	0	0

Tina Vanderheyden, Director (resigned)	2022	0	0	3,315	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, 2022, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 65,617,427 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
Roderick Bartlett ⁽¹⁾ Burnaby, BC	Common	21,854,694	33.31%
Janice Bartlett ⁽²⁾ London, England	Common	275,990	0.42%
Jenny Chen Taipei, Taiwan	Common	3,373,331	5.14%
Joe F Dickson ⁽¹⁾ New Woodstock, NY	Common	1,201,092	1.83%
Bruce / Linda Hutchon Murryfield UK	Common	3,617,254	5.51%
Christina Kenny⁽¹⁾ Dublin, IR	Common	57,568	0.09%
All directors and executive officers as a group: (5 persons)	Common	23,389,344	35.65%

(1)Officer and/or director.

(2)Director of subsidiary

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

We have received funds from our officers and directors to fund the Company’s activities. Currently, we owe Mr Rod Bartlett $3,857 for operating expenses. The Company lent Aqua Terra Power a company wholly owned by one of our previous shareholders, $263,520. Terra Energy, a company owned by one of our previous shareholders lent us $27,500.

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 yearend 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 auditors to the Company in the last two fiscal years were as follows:

		Twelve months ended on December 31,
		2022		2021
Audit Fees	$	0	$	0
Audit-Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	0	$	0

Audit Fees. There were no fees charged in 2022 as no audit of our financial statements for our annual report on Form 10-K and the review of our quarterly financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States took place. There were no fees charged in 2021 as no professional services were rendered in connection with the audit of our financial statements for our annual report on Form 10-K nor did they do a review of our quarterly 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 un-audited financial statements are included on the pages indicated:

F-1	Balance Sheets as of December 31, 2022, and 2021
F-2	Statements of Operations for the years ended December 31, 2022, and 2021
F-3	Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2022, and 2021
F-4	Statements of Cash Flows for the years ended December 31, 2021 and 2020
F-5	Notes to Financial Statements

(b) Exhibits

Exhibit Number	Title	Location
3(i)	Articles of Incorporation	*
3(ii)	Bylaws	*
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

* 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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSACT ENERGY CORP.

By: /s/ Roderick C. Bartlett	Chief Executive Officer, Corporate Secretary	January 13, 2023
Roderick C. Bartlett

By /s/ Roderick Bartlett	Chief Financial Officer	January 13, 2023
Roderick Bartlett

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

By: /s/ Roderick C. Bartlett	Director	January 13, 2023
Roderick C. Bartlett

By: /s/ Joe F Dickson	Director	January 13, 2023
Joe F. Dickson

By: /s/ Christina Kenny	Director	January 13, 2023
Christina Kenny

TRANSACT ENERGY CORP.

[A Development Stage Company]

FINANCIAL STATEMENTS

December 31, 2022

______________

(Unaudited - Prepared by Management)

TRANSACT ENERGY CORP.

(A Development Stage Company)

__________________________

INTERIM BALANCE SHEET

(Unaudited - Prepared by Management)

	December 31, 2022		December 31, 2021
ASSETS
Current
Cash	$	55,507	$	4,894
Receivable		137,380		108,495
Prepaid Expenses		90,992		294,763
Total Current Assets		283,879		408,152

Capital
Furniture & Equipment		4,383		-
Software		-		-
Total Capital Assets		4,383		-

Other
Incorporation Costs		11,791		11,791
Intellectual Property		416,035		130,520
Total Other Non-current Assets	$	427,826	$	142,311
	$	716,088	$	550,463

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current
Accounts payable		301,390		339,011
Accrued interest		9,291,573		7,725,686
Compensation payable		3,782,064		3,462,781
Notes payable - net of discount		676,070		393,110
Total Current Liabilities		14,051,097		11,920,588

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 65,617,427 shares issued and outstanding		65,617		61,631
Capital in excess of par value		3,563,893		3,377,513
Deficit accumulated during the development stage		(16,964,519)		(14,809,269)

Total Stockholders’ Equity (Deficit)		(13,335,009)		(11,370,125)
	$	716,088	$	550,463

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

F-1

TRANSACT ENERGY CORP.

(A Development Stage Company)

__________________________

INTERIM STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)

	Three Months Ended December 31,				For The Year Ended December 31,
	2022		2021		2022		2021

REVENUE	$	-	$	-	$	-	$	-

EXPENSES
General and administrative		165,321		143,677		586,198		384,755
Unsuccessful lease purchases		-		-		-		-

Total Expenses		165,321		143,677		586,198		384,755

LOSS BEFORE OTHER INCOME (EXPENSE)		(165,321)		(143,677)		(586,198)		(384,755)

Interest expense		(395,143)		(395,768)		(1,569,052)		(1,570,638)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(560,464)		(539,445)		(2,155,250)		(1,955,393)

CURRENT TAX EXPENSE		-		-		-		-

DEFERRED TAX EXPENSE		-		-		-		-

NET LOSS	$	(560,464)	$	(539,445)	$	$(2,155,250)	$	(1,955,393)

LOSS PER COMMON SHARE		(0.009)		(0.009)		(0.034)		(0.032)

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

F-2

TRANSACT ENERGY CORP.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

__________________________

FOR THE YEARS ENDED DECEMBER 31, 2022, AND 2021

(Unaudited)

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

Balance, December 31, 2020	-	$	-	60,728,912	$	60,729	$	3,331,013	$	(12,853,876)

Issuance of 901,995 common shares pursuant to convertible option of a notes payable totaling $42,500 plus interest at values of $0.010, $0.04, $0.05 and $0.04 per share.	-		-	901,995		902		46,501		-
Net loss for the year ended December 31,2021	-		-	-		-		-		(1,955,393)
Balance, December 31, 2021	-	$	-	61,630,907	$	61,631	$	3,377,514	$	(14,809,269)

Issuance of 3,840.657 common shares pursuant to convertible option of a notes payable totaling $176,990 plus interest at values of $0.01125, $0.056, $0.034875, $0.0375, $0.04, $0.074 and $0.045 per share.	-		-	3,840,657		3,841		176,315		-
Issuance of 145,863 common shares pursuant to the exercise of warrants of $10,210 earned under the conversion of notes.				145,863		146		10,065
Net loss for the year ended December 31,2022	-		-	-		-		-		(2,155,250)
Balance, December 31, 2022	-	$	-	65,617,427	$	65,617	$	3,563,892	$	(16,964,519)

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

F-3

TRANSACT ENERGY CORP.

(A Development Stage Company)

__________________________

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

	For The Year Ended December 31,
	2022		2021
Cash Flow From Operating Activities:
Net loss for the period	$	(2,155,250)	$	(1,955,393)
Adjustments to reconcile net loss to cash used by operating activities:
Amortization		551		192
Change in assets and liabilities:
Decrease (Increase) in prepaid expenses		203,771		-
Decrease (Increase) in accounts receivable		(28,885)		(2,125)
Increase (decrease) in accounts payable		(37,621)		(7,024)
Increase in compensation payable		319,283		350,385
Increase in accrued interest		1,565,887		1,565,734
Net Cash (used) by Operating Activities	$	(132,264)	$	(48,231)

Cash Flows From Investing Activities:
Acquisition of Intellectual Property		(285,515)		-
Purchase of furniture & equipment		(4,934)		-
Net Cash (Used) by Investing Activities	$	(290,449)	$	-

Cash Flow From Financing Activities
Proceeds from common stock issuance		190,366		47,402
Proceeds from notes payable		459,950		47,000
Repayment of notes payable		(176,990)		(42,501)
Net Cash Provided by Financing Activities	$	473,326	$	51,901

Net Increase (Decrease) in Cash		50,613		3,670
Cash (Bank Indebtedness) at Beginning of Period		4,894		1,223
Cash at End of Period	$	55,507	$	4,893

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 twelve month period ended December 31, 2022 and 2021:
Shares issued on conversion of debt	$	3,840,657	$	901,995

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

F-4

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

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 zero emission waste to value plants globally. The Company has generated nominal revenues and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic No. 915. The Company has, now, 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.

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

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, 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 on December 31, 2022 and 2021 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, 2022, and 2021, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2022 and 2021.

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 10].

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.

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.

F-5

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

Investment in Leases - All costs such as bid fees and lease rental payments related to the acquisition of energy leases are deferred and amortized on a straight-line basis over the term of the lease.

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, 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.

On 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. On December 31, 2010, the Company recorded a total allowance of $299,475 charged to operations including principal of $248,521 and interest of $50,954.

NOTE 3 - SOFTWARE

			Net Book Value
	Cost	Accumulated Amortization	December 31, 2022	December 31, 2021

Software	$3,812	$3,812	$ -	$ -

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. On December 31, 2022, accrued interest was $14,190.

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. On December 31, 2022, accrued interest was $24,084.

The $25,000 and $15,243.90 ($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 $1,445 ($2,000 CAD) respectively

F-6

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

whichever is greater. The notes are due on demand and may be prepaid in whole or part without penalty. Accrued interest was $282.703 on December 31, 2022.

The $ 3,811 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $361 up to September 16, 2011, and $36 per diem until all principal and interest are repaid. The note is due on demand and may be prepaid in whole or part without penalty. Accrued interest was $152.365 on December 31, 2022.

The $100,000 promissory note payable dated December 31, 2013 is unsecured and is non-interest bearing.

A $22,030 promissory note payable dated February 24, 2011, to a former officer bears interest of $6,000 and was due on March 4, 2011. This note is accruing interest at $360 per day for every day after March 4, 2011, until the note is repaid in full. On December 31, 2022, accrued interest was $1,561,793.

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. On December 31, 2022, accrued interest was $1,575,695.

A $3,000 convertible promissory note payable to a former officer is secured by certain assets and equipment of the Company and bore interest at 8% per annum through the due date of November 2010 and is currently in default and bearing interest at 60%. 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. On December 31, 2022, accrued interest was $23,018.

A $9,980 short-term loan dated January 23, 2018, is unsecured and bears fixed interest of $3000, and was due March 5th, 2018. This note is currently in default. Interest at the option of the Lender may be paid in stock at a 75% discount to the market. On December 31, 2022, we had accrued interest of $127,005.

A $4,980 short-term loan dated February 26, 2018, is unsecured and bears fixed interest of $1500, and was due in March 2018. This note is currently in default. Interest at the option of the Lender may be paid in stock at a 75% discount to the market. On December 31, 2022, we accrued had $63,500 in interest.

A $4,980 short-term loan dated May 29, 2018, is unsecured and bears interest of $35.71 per day and was due on June 30, 2018. This note is currently in default. On December 31, 2022, we had accrued $59,983 in interest.

A $60,000 short-term loan dated June 6, 2018, is unsecured and bears interest of $3,000 per day. On December 31, 2022, we had accrued $5,007,000 in interest.

A $3,980 short-term loan dated July 25, 2018, is unsecured and bears interest of $28.49 per day and was due on Aug 31, 2018. This note is currently in default. On December 31, 2022, we had accrued $46,154 in interest.

A $5,000 short-term loan dated January 25, 2019, is unsecured and bears interest of $28.49 per day and was due February 25, 2019. This note is currently in default. On December 31, 2022, we had accrued $51,286 in interest.

A $5,000 short-term loan dated February 28, 2019, is unsecured and bears interest of $28.49 per day and was due March 23, 2019. This note is currently in default. On December 31, 2022, we had accrued $50,071 in interest.

A $10,000 short-term loan dated April 26, 2019, is unsecured and bears interest of 71.4257 per day. This note is currently in default. On December 31, 2022, we had accrued $96,077 in interest.

F-7

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

A $5,000 short-term loan dated August 26, 2019, is unsecured and bears interest of 35.7143 per day. This note is currently in default. On December 31, 2022, we had accrued $43,679 in interest.

A $4,995 short-term loan dated November 21, 2019, is unsecured and bears interest of 35.7143 per day on August 26, 2019. This note is currently in default. On December 31,2022, we had accrued $40,571 in interest.

A $4,995 short-term loan dated December 20, 2019, is unsecured and bears interest of 35.7143 per day. On December 31, 2022, we had accrued $39,536 in interest.

A $3,980 short-term loan dated March 20, 2020, is unsecured and bears interest of 28.57144 per day. On December 31, 2022, we had accrued $298,029 in interest.

A $5,000 convertible note dated December 1, 2020, is unsecured and bears interest of 12% per annum. The note is due November 01, 2021, unless converted to common stock. On February 11, 2022, the Note was converted (see Note 6) interest accrued was $718.36.

A $5,000 convertible note dated June 4, 2021, is unsecured and bears interest of 12% per annum. The note is due June 3, 2022, unless converted to common stock. On February 11, 2022, the Note was converted (see Note 6), and the interest accrued was $414 to that date.

A $5,000 convertible note dated August 24, 2021, is unsecured and bears interest of 12% per annum. The note is due August 23, 2022, unless converted to common stock. On April 1st, 2022, the Note was converted (see Note 6), and the interest accrued was $358.

A $5,000 convertible note dated August 24, 2021, is unsecured and bears interest of 12% per annum. The note is due August 23, 2022, unless converted to common stock. On April 1, 2022, the Note was converted (see Note 6) and the interest accrued was $358.

A $12,000 convertible note dated December 23, 2021, is unsecured and bears interest of 12% per annum. The note is due December 22, 2022, unless converted to common stock. On April 1, 2022, the Note was converted (see Note 6) and the interest accrued was $387.

A $2,500 convertible note dated March 23, 2022, is unsecured and bears interest of 12% per annum. The note is due March 22, 2023, unless converted to common stock. On April 1, 2022, the Note was converted (see Note 6) and the interest accrued was $7.

A $5,000 convertible note dated March 24, 2022, is unsecured and bears interest of 12% per annum. The note is due March 23, 2023, unless converted to common stock. On April 1, 2022, the Note was converted (see Note 6) and the interest accrued was $12.

A $7,500 convertible note dated March 24, 2022, is unsecured and bears interest of 12% per annum. The note is due March 23, 2023, unless converted to common stock. On April 1, 2022, the Note was converted (see Note 6) and the interest accrued was $17.

F-8

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

A $5,000 convertible note dated April 5, 2022, is unsecured and bears interest of 12% per annum. The note is due April 4, 2023, unless converted to common stock. On August 8, 2022, the note was converted (see Note 6) and the accrued interest was $199.

A $5,000 convertible note dated April 22, 2022, is unsecured and bears interest of 12% per annum. The note is due April 21, 2023, unless converted to common stock. On August 17, 2022, the note was converted (see Note 6) and the accrued interest was $191.

A $9,990 convertible note dated April 26, 2022, is unsecured and bears interest of 12% per annum. The note is due April 25, 2023, unless converted to common stock. On June 6, 2022, the Note was converted (see Note 6) and the interest accrued was $135.

A $100,000 convertible note dated August 10, 2022, is unsecured and bears interest of 12% per annum. The note is due August 10, 2023, unless converted to common stock. On August 11, 2022, the Note was converted (see Note 6) no interest was accrued.

A $10,000 convertible note dated December 9, 2022, is unsecured and bears interest of 12% per annum. The note is due December 8, 2023, unless converted to common stock. On December 31, 2022, we had accrued $72 in interest

NOTE 5 - NOTES PAYABLE - RELATED PARTIES

There are no notes payable to related parties on December 31, 2022.

Accrued interest and late fees for the notes up to December 31, 2022 and December 31, 2021 was $9,291,573, and $7,725,686 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 on December 31, 2022.

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.

F-9

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

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 on 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.

On 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.

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.

F-10

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

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.

In October 2015, the Company authorized the issuance of 124,750 common shares pursuant to a convertible option of notes payable totaling $4,990 at $.04 per share.

In November 2015, the Company authorized the issuance of 147,725 common shares pursuant to a convertible option of notes payable totaling $5,909 at $.04 per share.

In November 2015, the Company authorized the issuance of 73,563 common shares pursuant to a convertible option of notes payable totaling $5,885 at $.08 per share.

In December 2015, the Company authorized the issuance of 536,000 common shares for compensation payable totaling $27,336 at $.051 per share.

In April 2016, the Company authorized the issuance of 104,688 common shares pursuant to a convertible option of notes payable totaling $8,375 at $.08 per share.

In June 2016, the Company authorized the issuance of 2,050,000 common shares pursuant to a convertible option of notes payable totaling $102,500 at $.05 per share.

In August 2016, the Company authorized the issuance of 142,857 common shares pursuant to a convertible option of a note payable totaling $10,000 at $.07per share. In the same period, the Company authorized the issuance of 305,522 common shares pursuant to a convertible option of a note payable totaling $19,975 at $.06538 per share.

In September 2016, the Company authorized the issuance of 142,643 common shares pursuant to a convertible option of notes payable totaling $9,985 at $.07 per share.

In December 2016, the company authorized the issuance of 185,249 common shares pursuant to a convertible option of notes payable totaling $14,819.95 at a value of $.08 per share.

In the same period, the Company authorized the issuance of 645,000 common shares for compensation services totaling $38,700 at a value of $0.06 per share.

In January 2017, the Company authorized the issuance of 89,864 common shares pursuant to a convertible option of notes payable totaling $2,489 at $.0646per share and $2500 @ $0.0487 per share.

In February 2017, the Company authorized the issuance of 200,000 common shares pursuant to a convertible option of notes payable totaling $10,000 at $.05 per share.

F-11

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

In May 2017, the Company authorized the issuance of 377,207 common shares pursuant to a convertible option of notes payable totaling $13,500 at $0.0487 per share and $5,000 at $0.5 per share.

In July 2017, the Company authorized the issuance of 160,000 common shares pursuant to the convertible option of a note payable totaling $8,000 at $0.05 per share.

In September 2017, the Company authorized the issuance of 1,703,882 common shares pursuant to the convertible option of notes payable totaling $111,990 at $0.07 per share, $5,000 at $0.0782, and $5,261 at $0.13125 per share.

In October 2017, the Company authorized the issuance of 327,895 common shares pursuant to a convertible option of notes payable totaling $20,435 at $0.12 per share, $20,000 at $0.1269 per share.

In December 2017, the Company authorized the issuance of 27,297 common shares pursuant to the convertible option of a note payable of $6,006 at $0.22 per share. In the same period the

The company authorized the issuance of 257,027 common shares for compensation services totaling $59,836 at a value of $0.2328 per share.

In April 2018, the Company authorized the issuance of 190,476 common shares pursuant to the convertible option of notes payable totaling $10,000 at $0.0525 per share.

In May 2018, the Company authorized the issuance of 1,000,000 common shares pursuant to a partial payment for a land acquisition agreement in the amount of $90,000 at $0.09 per share and 250,000 common shares pursuant to a compensation agreement at $0.09 per share.

In July 2018, the Company authorized the issuance of 47,421 common shares pursuant to the convertible option of notes payable totaling $4,965 at $0.1047 per share.

In November 2018, the Company authorized the issuance of 459,627 common shares pursuant to the convertible option of notes payable totaling $10,000 at $0.0575 and $20,000 at $0.07 per share respectively.

In December 2018, the Company authorized the issuance of 131,355 common shares pursuant to the convertible option of a note and interest payable totaling $13,135.51 at $0.10 per share. In the same period, the Company authorized the issuance of 723,552 common shares for compensation services totaling $57,884 at a value of $0.08 per share.

In January 2019, the Company authorized the issuance of 106,985 common shares pursuant to the convertible option of notes payable totaling $7,275 at $0.068 per share, respectively.

In June 2019, The Company authorized the issuance of 200,000 common shares pursuant to a convertible option of a note payable totaling $10,000 at $0.05 per share, respectively.

In July 2019, The Company authorized the issuance of 200,000 common shares pursuant to a convertible option of a note payable totaling $10,000 at $0.05 per share respectively.

In September 2019, The Company authorized the issuance of 222,222 common shares pursuant to a convertible option of a note payable totaling $10,000 at $0.045 per share respectively.

In April 2020, the Company authorized the issuance of 839,286 common shares pursuant to the convertible option of a $10,000 note at $0.08 per share and $10,000 at $0.014 per share. In the same period, the Company authorized the issuance of 556,471 common shares for 2019 director compensation services totaling $55,647 at a value of $0.10 per share.

F-12

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

In February 2021, the Company authorized the issuance of 901,995 common shares pursuant to convertible option of notes $15,000 at $0.10, $10,000 at $0.04, $2,500 at $0.05 and $15,000 at $0.04 per share.

In February 2022, the Company authorized the issuance of 604,982 common shares pursuant to a convertible option of notes of $5,000 at $0.01125, $5,000 at $0.056 per share respectively.

In April 2022, the Company authorized the issuance of 1,390,927 common shares pursuant to convertible option of notes of $47,000 at $0.034875 per share.

In June 2022, the Company authorized the issuance of 224,992 common shares pursuant to convertible option of notes of $9,990 at $0.045 per share.

In August 2022, the Company authorized the issuance of 1,619,756 common shares pursuant to convertible option of notes of $5.000 at $0.0375, $100,000 at $0.074 and $5,000 at $0.04 per share.

In December 2022, the Company authorized the issuance of 145,863 common shares pursuant to the exercise of two outstanding warrants of $5,012 and $5,199 at $0.07 per share.

NOTE 7 - INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards.

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

The Company has no tax provisions on December 31, 2022, and 2021, 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 periods ended December 31, 2022, and 2021, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties on December 31, 2022, and December 31, 2021.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss (NOL). Tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-13

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

Net deferred tax assets (liabilities) consist of the following components as of December 31, 2022, and 2021:

	2022		2021
Deferred tax assets:
NOL Carryover	$	2,155,250	$	1,955,393
Related Party Accrual		-		-
Valuation Allowance		(2,155,250)		(1,955,393)
Net deferred tax asset	$	-	$	-

The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended December 31, 2022, and 2021 due to the following:

	2022		2021
Book Loss (20% statutory rate)	$	(431,050)	$	(391,079)
Valuation allowance		431,050		391,079
Tax at effective rate	$	-	$	-

At December 31, 2022, the Company had net operating loss carry forwards of approximately $16,964,519 that may be offset against future taxable income from the year 2022 through 2032. No tax benefit has been reported in the December 31, 2022, or 2021 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 8 - 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 9 - RELATED PARTY TRANSACTIONS

Management Compensation - The Company has accrued executive compensation of $3,028,136 to the CEO and President of the Company from inception to the period ended December 31, 2022 (See Note 11).

The Company has accrued executive compensation of $229,866 to the Chief People Officer of the Company to the period ended December 31, 2020 (See Note 11).

The Company has accrued executive compensation of $115,601 to the SVP Technology of the Company to the period ended April 1, 2016 (See Note 11).

The Company has accrued executive compensation of $181,700 to the SVP of Real Estate and Project Development of the Company after entering a Release and Settlement terminating their Employment Contract to the period ended December 31, 2020 (See Note 11).

F-14

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

The Company has accrued executive compensation of $226,760 to the Directors of the Company and its subsidiaries to the period ended December 31, 2022 (See Note 10).

NOTE 10 - LOSS PER SHARE

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

	Year Ended December 31,
	2022		2021
Loss from operations available to common shareholders (numerator)	$	(2,155,250)	$	(1,955,393)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		63,933,424		61,534,529

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 11 - COMMITMENTS AND CONTINGENCIES

Compensation agreement - The President and Chief Executive Officer agreement pays an annual base salary of $327,145 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. This contract was terminated effective April 1, 2016.

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 the Company and the settlement of 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 the settlement would be used to raise capital and split evenly between the parties. To facilitate the terms of this agreement the Company by way of special resolution identified certain shareholders of the Company that had enough 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, and the shares remain outstanding.

Loan Agreement - Pursuant to an Agreement on June 28th, 2012, that was extended to August 31, 2012, and then on Aug 30th, 2012, to November 15th, 2012, and was 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 the financing of 100 million dollars. The Company had a Memorandum of Understanding to receive one third or 30 million dollars of this financing. The financing was not completed. If these shares are used to repay the loan the Company will have to issue the shares used plus 10% additional shares to the contributing shareholders and expense whatever shares are used as financing costs. The shares remain outstanding.

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 (ZEWOPtm) in Puebla, Mexico. The Purchaser advanced $300,000 through unrelated originators to the Company. The Company formed the

F-15

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

subsidiary in question Puebla ZEWOP 1. The Puebla ZEWOP 1 share purchase agreement was not updated, and the terms of the original agreement have not been fulfilled by the consortium resulting in the termination of the same. The Company has a receivable due from the subsidiary on March 31, 2016, of $96,755. On March 31, 2022, the $advanced funds were recategorized as a Small Loan to be returned to the originators.

Consulting Agreement - On August 20th, 2014, the company entered into an Engineering Services Agreement to facilitate the design/build of the proprietary reactors for the Zero Emissions Waste Optimization Plant. The estimated cost of the contract is $450,000 over 12 months, out-of-pocket reimbursements, cost plus 10% on all material and outside labor, and a stock bonus of 250,000 common shares upon completion of the scope of work. This agreement will be amended to reflect the new location of the plant. All amounts under the agreement are current.

Subscription Agreement - Pursuant to an agreement on September 27th, 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 was to be sold for $0.50 for the first tranche of 2,400,000 shares and was due in the week of September 28, 2014, $1.00 for the second tranche of 1,200,000 shares and was due in the week of March 1, 2015, $1.50 for the third tranche of 800,000 shares due on August 2nd, 2015.

In 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, $12,440 has been received of the agreed $100,000. Under the terms of the agreement, the funds received up to December 2015 were treated as forfeited and the settlement agreement was terminated.

Consulting Agreement - On June 1, 2017, the Company through its subsidiary Transact Energy Mexico S de R.L. de C. V. contracted with a private consultant to secure a binding Waste Management Agreement with the Municipality of Zapopan. The agreement pays $30 Million pesos (approximately $1.47 Million USD) as a success fee only. This group is responsible for helping us secure the September 13, 2017 waste supply agreement in Guadalajara. Once this plant is approved the fee is due.

Waste Supply and Disposal Agreement - On September 13, 2017, the Company through its subsidiary Puebla Z.E.W.O.P. 1, S.de R.L. de C.V. contracted with Hasars, S.A. de C.V. to purchase four-hundred and eighty-one thousand, eight hundred (481,800) metric tons (MT) per year at a cost of $180 Mexican Pesos per MT or approximately $2 Million USD per annum. The contract is for a ten-year period initially and conditional on us producing a certified operational ZEWOPtm.

Land Purchase Agreement - On October 25th, 2017, the Company through its subsidiary Puebla Z.E.W.O.P. 1, S.de R.L. de C.V. entered into a land purchase agreement for 18.42 hectares of industrial use land in El Salto, Jalisco, Mexico. In May 2019 we renewed negotiations through TransAct Energy Mexico for the lands revised at 19.57 hectares and a price of approximately $10,423,75. The $90,000 deposit paid with stock may be reclaimed and settled with cash. On January 7th, 2021, the Company through its subsidiary TransAct Energy Mexico S. de R.L. de C.V. modified the agreement to a Lease Purchase Agreement for the 19.57-hectare lands in El Salto, Jalisco, Mexico at 403,000 Mexican Pesos (Approx. $20,000) per month for up to 2 years with all payments contributing to the purchase starting March 1st, 2021. On December 31, 2021, the agreement lapsed.

Consulting Agreement - On November 27, 2017, the Company agreed to engage the services of Ericho Communications Ltd for a one-year term starting February 1, 2018. The company is obligated to a monthly fee of $20,000 USD during the term. The Company with Ericho agreed to postpone the agreement temporarily, currently the Company has accrued $60,000 in fees under this agreement to the end of December 31, 2018.

F-16

TRANSACT ENERGY CORP.

[A Development Stage Company]

__________________________

NOTES TO FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

December 31, 2022

Consulting Agreement - On December 1, 2017, the Company contracted with a private consultant to secure a binding Waste Management Agreement within the State of Rio de Janeiro. The agreement pays $4,875,000 Reais (approximately $1.53 Million USD) as a success fee only.

Consulting Agreement - On February 1, 2018 the Company through its subsidiary Puebla Z.E.W.O.P. 1, S.de R.L. de C.V. contracted with an Engineering firm to review the El Salto lands described above. The agreement pays the equivalent of $5,000 dollars as a fee. The Company provided 1/3 as a deposit the balance is outstanding at December 31, 2021.

Compensation agreement - On April 1, 2018, the Company contracted a Senior Vice President of Real Estate and Project Development. The Agreement pays an annual base salary of $185,000 with a COLI. Starting April 2018, with a performance bonus annually of up to 50% of their salary based on delivering ZEWOPtm projects undertaken on time, within budget, and of expected quality as per set formulas. The contract has now been settled and both parties released pending receipt of long-term financing.

Appraisal Engagement - On June 13th, 2018, the Company engaged on behalf of TransAct Mexico CBRE S.A. de C.V. to appraise the 18.42-hectare industrial site in El Salto, Mexico. The $8,500 fee is outstanding as of December 31, 2021.

Sale of ZEWOPtm Technology - On December 31, 2018, as part of its long-term global tax strategy Transact Energy Corp sold all rights to its Zero Emissions Waste Optimization Plant technology to its wholly-owned subsidiary TransAct Energy Global Limited for the sum of $20 Million USD. The Company will receive an initial payment of $2 Million USD on or before April 11th, 2019, and then $6 Million each over the years 2019, 2020, and 2021. TransAct Energy Global Limited will be responsible for disseminating the technology globally. No payments to date.

Compensation agreement - On September 1, 2018, the Company contracted for a Chief People Officer. The Agreement pays an annual base salary of $275,838 (250K Euro) starting September 2019, with bonus provisions if performance expectations are met. Suspended June 2020.

Preferred Vendor Agreement - On December 31, 2020, the Company entered a Preferred Supplier Agreement with Covarrubia Engineering. The Agreement provides for them to be awarded the engineering, procurement, and construction (EPC) contract for the Companies’ intended manufacturing facilities planned over the next five years provided they are competitive in the tender process. They in turn agreed to lend the Company $14 Million for two years at 2.65% on or before April 30th, 2021. The Company terminated this relationship.

Lawyers Engagement - On December 12, 2022, the Company engaged the services of Dykema Gossett PLLC to act as legal counsel in all US matters related to corporate compliance and potential offerings going forward. The Agreement had us pay an initial $20,000 retainer for work specific to the preparation of an SEC Rule 144-A Bond the balance of the fees related to this will be carried by Dykema until the Bond is successfully sold.

NOTE 12 - SUBSEQUENT EVENTS

None

F-17

TRANSACT ENERGY CORP 10-K