UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K(Mark One)

(Mark One)FORM 10-K

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

For the fiscal year ended December 31, 20192020.

or

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

For the transition period from _____________ to _____________

Commission file number333-139746

TRANSACT ENERGY CORP.

(Exact name of registrant as specified in its charter)

1225 E Sunset Dr, STE 145 – 367 Bellingham, WA 98226 United States

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 210-888-0785210-888-0785

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

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

Common Stock, par value $0.001

(Title of each class)

None

(Name of each exchange on which registered)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [   ] No

Indicate by check mark if disclosure of delinquent filerswhether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to ItemRule 405 of Regulation S-KS-T (§ 229.405232.405 of this chapter) is not contained herein, and will not be contained,during the preceding 12 months (or for such shorter period that the registrant was required to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.submit such files). [   ] Yes [X]. No.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [   ] Yes [X] 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 [   ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. On June 30^th, 20192020, the aggregate market value of the voting stock of Transact Energy Corp. held by non-affiliates of the registrant was $1,242,095.$504,981.81.

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, 2019,2020, we had issued and outstanding 59,333,15560,728,912 shares common stock, $.001 par valuevalue.

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 forty-sixforty-seven million twosix hundred and thirty-onetwenty-six thousand, one-hundrednine-hundred and fifty five (46,231,155)twelve (47,626,912) 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 “waste optimization” convertingan Industry 4.0 manufacturing facility producing commodities from municipal solid waste streams 100% into useable products 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 energysustainable products. TransAct Energy Corp has transitioned from its original focus of developing raw energy resources to optimizingmanufacturing using solid waste intoas an above ground resources/assets.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 Dr. Mory Ghomshei one of the world’s leading geothermal experts and two of his 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 fundsfunds; no formal arrangement was entered pending them securing drill permits on the two projects.

These The licenses associated with these projects lapsed under their original owners and were re-postedacquired by the government for public tender; an Ontario corporation associated with Dr. Ghomshei acquired most of the original licences and has received drilling permits.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 Dr. Ghomsheiits 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 developadd the development of traditional carbon fueled power projects in addition.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). The majorityMost of these funds were placed with Aqua Terra Power as convertible notes to secure and develop the four (4) geothermal licenses in British Columbia, Canada; the balance was used to pay the costs of the offering and a small amount went to working capital. The Company was approved for listing on the OTCBB in December 2009 and received the trading symbol “TEGY.”

Throughout 2010 we laid the ground workgroundwork 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 South East 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 (“ZEWOP^_tm”) that had been operating a 20 tonne per day plant for two years. We reconnected with clients in India and Brazil for future waste optimization opportunities. From the second quarter, through to the end of 2012 we worked to raise the necessary funds to build a municipal scale plant (500+(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 ZEWOP^_tm 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 wastefeedstock for the proposed United Kingdom plants, initiated the relationships for the uptake of the Naturalany Synthetic Gas and ElectricityElectricity(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 waste.feedstock. In Brazil, we initiated a relationship to create a green energy fund in order to grow both the market in Brazil and the other strategic areas of South America. Initial talks have taken place with potential development partners for a few of the major Brazil markets pending the success of the Mexico plant.

Throughout 2014 TransAct worked to finalize the engineering review and agreements necessary to develop the first ZEWOP^_tm in Puebla, Mexico. The plant under design wasis capable of processing 1320 metric tons per day of Municipal Solid Waste (“MSW”) and wasis estimated to cost approximately three hundred million dollars. In late November Fichtner Consulting Engineers reported they believed the ZEWOP^_tm 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 ZEWOP^_tm 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 ZEWOP^_tm, 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 garbageMSW pre-processing and their waste contained more water.dewatering component. This affected the required equity and although it was never stated, appears to be cause of the 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. The one hundred-million-dollar equity for the plant in Puebla disappeared with the termination of the consortium contract. An alternative source of the plant equity is being sought during 2015/16 with a variety of investors coming forward during this period. As soon as we finalize the feed-stock and sales contracts we will seek to formalize the required equity.

Because of the specialized nature of many of the ZEWOP^_tm 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 ZEWOP^_tm 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 anticipatedZEWOP^_tm 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 feed-stocksfeedstocks including matching equity partners and buyers of the resulting products. To that end, we now have several feed-stockfeedstock agreements to negotiate through to a final agreement or dismiss depending on the outcome of the negotiations. The potential equity partners have been identified subject to finalizing the feed-stockfeedstock agreement and pre-sales of the future products. The clients that signed letters of intent for the products have also been briefed on the potential feed-stockfeedstock cities to re-confirmconfirm their commitment. 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 feed-stock.feedstock. The results were a signed memorandum of understanding (MOU) with a private contractor in Mexico City and a municipality out sideoutside 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 feed-stockfeedstock perZEWOP^tm_.tm.

2017 was Transacts break throughbreakthrough year as it finally secured the required feedstock under long-term contract for its first ZEWOP^_tm 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 ZEWOP^_tm.

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 ZEWOP^_tm. Due diligence was completed proving the site suitable for our proposed use and the land ownerslandowners 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 ZEWOP^_tm

Plant is estimated at 31,355 sq. meters. Using approximately 77.2 hectares.

2019 was dominated with closing the funds to build the El Salto ZEWOP_tm 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 ZEWOP_tm. 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.ZEWOP_tm.

Although2020 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 several funding initiatives moving towardsagreed to their preferred vendor status, provided they are competitive through the tender process. In terms of business development, we contracted to develop a conclusion they did not close duringretail business using our core reactor technology. The retail opportunity is now in the year and as such we have continued to open new doors for both Bridge Capital, Venture Capital and complete funding programs. This period has been very productive in opening a variety of financial opportunities both for the present and the future.business planning stage.

Business Strategy

TransAct Energy Corp. has elected to focus entirely on the global development and dissemination of itsZEWOP_tm. The ZEWOP_tm makes ecological, economic, cultural, and social sense. Becoming an engine that supports the circular economy in any community it enters, sustainably.sustainably; Municipalities can now be paid instead of paying to manage their MSW. In the process, TransAct is able to 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 ZEWOP_tmtm; 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 so as soon as the first plant is certified operational, weoperational. We will complete the assembly of the second ZEWOP_tm to perfect the project management process, creating a cookie cutter approach to ZEWOP_tm erection.

The development of the first two ZEWOP_tm givegives us the opportunity to recruit and train the project mangers capable of managingmanagers’ expertise to effectively work with our EPC contractors in the development of each new ZEWOP_tm. Focusing; with a focusing on stream liningstreamlining the supply chain of required materials and equipment.

During the estimated twenty-four to 30 months it will take to get the first two ZEWOP_tm underway, we intend on imbedding a team in Europe to secure feedstock and development sites for the next twenty ZEWOP_tm. This approach will be continued around the globe, selecting major markets that are politically and economically ready to adopt our approach to waste optimization. Provided that early in 2020 we securesustainable manufacturing using solid waste. Upon receipt (in the first quarter of 2021) of the loan funds required for the predevelopment of the El Salto,ZEWOP_tm in our bank accounts as planned,; our pre-described timeline will start.

With a firm start date and location of the first ZEWOP_tm TransAct Energy Mexico can proceed to finalize long-term offtake agreements. Then weWe 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.contract (EPC). We have selected a preferred vendor for this role, however, they still have to compete in the EPC tender process. When these steps are completed, we intend on finalizing the tentative financing commitments.commitments we have in place with two international investment banks.

TransAct intends on establishing the manufacturing of our proprietary reactors in Mexico in 2020.2021. We have already initiated discussions for a joint venture agreement with an ISO 9001 and ASME capable manufacturer. Our facility would supply the demand for both Mexico, South America, Central America, Canada and the USA.

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

Besides finding capital for individual projects, untilUntil 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 thisthe upcoming year and plan to raise additional capital as required.

Markets and Customers

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

We have had discussions and orearly contract negotiations with entities in Argentina, Brazil, Canada, China, Europe, Mexico and USA. Europe is the most advanced market with legislation in place targetingthat targets zero-landfills and zero-emissions within a few short years. The currentZEWOP_tm 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 targetZEWOP_tm product customers include 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 1^st of 2015, requires a 20% green fuel blend by 2020. It createsThis has created customers needing a green fuel that can blend with existing refined fuels. Any airplane

Since 2015, all airplanes or shipships landing in the EU will needrequire 15% of itstheir fuel to be green starting 2015 wegreen. We anticipate being able to usethese sectors will adopt our fuels going forward 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 targetare targeting manufacturers of biodegradable plastics and pharmaceuticals for our Levoglucosan. TireLevoglucosan and tire and rubber manufacturers, lithographers and printers requiringfor our high quality carbon black are customers.black. Waxes for the cosmetic industry, paraffin waxes for a variety of other uses including candles, along with high grade lubricating oils areZEWOP^tm 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

AtAs at December 31, 2019,2020, the Company has a combined CEO/CFO aand the Chief People OfficerOfficer. The Company has identified persons for many of its required portfolios and an SVP Real Estate Development under contract with everyone else required byintends to finalize employee agreements in March 2021. The focus will be on growing the company being fulfilled by consultants on a demand basis. Going forwardhuman resource, development, accounting, and sales teams first and then filling out the rest as we have pending agreements for a CFO, COO, CMO, SVP Operations Europe, a SVP Operations Mexico a VP Corporate Communications,progress towards operations.

Our global offices covering human resources, accounting, research, and two Project Managers.development will be based in Dublin, Ireland and will be staffed accordingly starting in the first quarter of 2021.

As the company ramps up theZEWOP_tm in Mexico, it anticipates bringing on 50 to 75 employees in thisits 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 70%71% of our proposed revenue. Waxes account for another 15% while fuels represent 6%.

Sources and Availability of Raw Materials

The raw material for the ZEWOP^tm is municipal solid waste (MSW)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 the planet with only a modest percentage committed to reprocessing, the majority is land-filled or incinerated. Alternatives to MSW include medical waste, agricultural waste, and carbon based industrial waste.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 either directly or indirectly to the construction efforts. After aZEWOP_tm 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 10 to 20 years.

Dependence on Few Customers

TheWhile the waste being supplied to eachZEWOP^tm comes from millions of residences ofin a city; however, theour contract is typically awarded by one customer typically. Heavycustomer. The Company’s dependency on one customer for the feedstock is mitigated by the form of agreement, long-term waste and guaranteed provided we stay operational.operational guarantees in our agreement. In the future, we may be able to set up direct agreements with homeownershomeowner and businesses to purchase therebusiness waste materials.pickup agreements.

Ultimately, theThe market for our products is vast; however,vast. However, the numbersnumber of entities that can physically, logistically and economically purchase large quantities of the commodity in large quantities in our area of operations are limited. The Company’s primary revenues shouldare projected to originate from carbon black (30(21 %+) and phenol resin (27(38 %+) sales. Currently, the Company has interest in these products and others from three multi-national corporations. Mitigation from thecorporations for these and other ZEWOP^tm products. Mitigating risk of only a fewfactors with customers iswill focus on their credit-worthiness, a guaranteed long-term contract with no out, unless we do not perform. The alternative is to setup additional manufacturing of products that use the raw materials we produce so we can sell into the wholesale market with more clients. 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 energyvalue sector hashave continued to grow as have the amounts of garbage. Every government on the planet is faced with these growing amounts of garbagesolid 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 hydro-electricity. 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 energyenergy; causing them to look within their own borders for energy that provides autonomy. Finally theThe 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, making the resulting product “green”in“green” and cheaper.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 clean energy from waste in a cost effective manner has a competitive advantage in the complex matrix of sustainable energy production. ThereTo date, there have been no emissionsemission free and cost effective energy from waste technologies to handle the ever growing waste. So governmentswaste 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. TransAct’s Energy from Waste technology at present will be the only technology capable of meeting the future conditions of competition in this arena.

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

The Company believes that the combination of the technologies emissionsour emission free status,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 TransActZEWOP_tm already 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, allash. All waste delivered to the plant is converted to useable products.

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

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

All known environmental issues in the ZEWOP^_tm 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, and published on our website, LinkedIn and twitter feed (transactenergycorp@transactenergyc)(transactenergycorp@transactenergyc).

Governmental Regulation

Although we intend to comply with all applicable laws and regulations, we cannot assure you that we are in compliance or that we will be able to comply with all future laws and regulations. Additional 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 energy technology is economically sustainable. Sustainable waste-optimizationmanufacturing 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 municipal 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 developingZEWOP_tm. The Company also requires funds for other operating activities, and to finance the growth of our business, including the construction and commissioning ofZEWOP_tm. 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 forZEWOP_tm, which may adversely affect our ability to expand our operations. When we identify a waste-optimizationmanufacturing 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 placeZEWOP_tm into commercial production. Before the sale of any products can occur, it will be necessary to construct aZEWOP_tm, 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 developingZEWOP_tm 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 ofZEWOP_tm 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 in order to generate and sell products. If this financing includes the issuance of material amounts of debt, this would 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 a number of 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 Director and Incoming CFO ,Finance person Karie Elsasser.Elsasser, our Director and CMO, Tina Vanderheyden, our CSO, 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 executednegotiated 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 waste management industry is highly competitive, petroleum 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 energy companies. Many of the participants produce and distribute electricity and fuels. Their willingness to purchase petroleum or fuel 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. In particular, 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 such a large number of 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 are able to 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 taking into account 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 and 

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

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

·determination of the purchaser's investment suitability, 

·delivery of certain information and disclosures to the purchaser, and 

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

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

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

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

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

Item 2. Properties.

Our principal mailing address is 1225 E Sunset Dr, STE 145 – 367 Bellingham, WA 98226 United States. Our telephone number is 210-888-0785.

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”. 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 December 31st, 2019,2020, there are 9193 active shareholders of record holding 46,158,78047,554,537 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 59,333,15560,728,912 shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no pre-emptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

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

Item 6. Selected Financial Data.

Not Applicable.

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

The root of our business is manufacturing, turning municipal 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 fourteen 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 waste optimizationmanufacturing role which is discussed in our history. The total focus now of TransAct Energy’s business resources over the past 6 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 all important first ZEWOP_tm, 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 pay forsecure 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$24 Million. Over the 14 years we have existed we have accumulated an $11a $12.8 Million deficit, almost half of this can be accounted for in $5$6.1 Million of interest on less than $400K 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 predevelopment capital raise. Up to this point we have $2.8$3. Million in compensation outstanding. Of the deficit $3.3$3.4 Million has been raised through the company’s common stock over the past ten 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 theZEWOP_tm 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. The loan agreement for $14 Million entered into on Dec 31, 2020, will not be recorded until received.

Plan of Operation

For the 20202021 year the Company’s focus is to:

1.)SecureHaving secured working capital forunder contract the Company significant enoughupon receipt in February intends to maintain its accounts payable as current, and fund day to day corporate costs through to cash-flow, from first operations,establish our Global Human Resource, Accounting, Research and Development Center in Ireland, including expansion ofestablishing our corporate management team in order facilitate global dissemination of ZEWOP_tm; 

2.)Secure pre-development capital in order to facilitate items 3) a. through 3) f.g which meets the requirements for the balance of our tentative funding commitments;commitments. 

3.)2.Complete the development of theZEWOP^tm in El Salto (Guadalajara), Mexico as follows;follows. 

a.Complete lease/purchase of lands;lands. 

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

c.Meet all corporate compliance. 

d.Finalize Product Off-take Agreements;Agreements. 

d.e.Complete working drawings for El Salto ZEWOPtm;ZEWOPtm. 

e.f.Secure all required permits and permissions;permissions. 

f.g.Complete EPC contracts and supplier agreements;agreements. 

g.h.Site development, construction, and assembly of plant. 

4.)3.Finalize second Mexico ZEWOPtm contracts to launch development in 2020/2021.2022. 

5.)4.Continue with European market entrance towards end of 2021 including the establishment of our Global Accounting /Research and Development Center in Ireland.2022. 

Results of OperationsOperations.

Period from January 1, 20192020 to December 31, 20192020

We generated no revenue from January 1, 20192020 to December 31, 2019.2020. For the year ended December 31, 20192020 our general administrative expenses were $ 690,277.284,056. Currently our general administrative expenses consist primarily of compensation (90%(127%) and consulting (5%offset by an expense recovery in legal (31.27%). During 20192020 we recorded interest expense of $1,514,926$1,571,015 because of notes payable. Thus, we have reported a net loss of $2,205,203$1,855,071 for the period ended December 31, 2019.2020. Our total net loss from inception on March 15, 2006 through December 31, 20192020 was $10,998,805.$12,853,876.

Stock-Based Compensation Costs

Stock-based compensation represents 2,45%22% of the Company’s operating expenses for the fiscal year ended December 31, 2019.2020. The stocks are a part of our annual executive compensation plan, and are issued to obtain, retain and motivate our directors, executives and employees.

Liquidity and Capital Resources

At December 31, 2019,2020, we had total assets of $545,411.$544,859. Our Current assets are $402,767.$402,356. We have completely written down our software at $126 and computers are $333.$26. Current liabilities at December 31, 20192020 totaled $ 8,228,122$10,006,993 they consisted of accounts payable in the amount of $442,571,$346,035, accrued interest of $4,588,936,$6,159,952, compensation payable in the amount of $2,819,485,$3,112,396, notes payable net in the amount of $377,130.$388,610.

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 ofZEWOP_tm 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 eachZEWOP_tm 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 minimum 7-hectare19-hectare industrial site in the Greater Guadalajara, Mexico area this year. Going forward we may be required to acquire existing waste supply agreements in order to operate in some cities. We may also elect to acquire some of the technologies we intend on using in order to further protect the intellectual property of ourZEWOP_tm.tm.

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 the office facilities, support staff, supporting professionals (including ourengineers, accountants, lawyers and auditors) and the management compensation agreements. We will require additional capital to meet our liquidity needs. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past, we have relied on capital contributions from shareholders to supplement operating capital when necessary. We anticipate that we will receive sufficient contributions from shareholders to continue operations for at least the next twelve months. However, there are no agreements or understandings to this effect. We may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements.

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 $20,000,000.00$24,000,000.00 this year. We do not have any commitments for capital expenditures however we do anticipate entering into 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, 2019,2020, the Company does not have anyhad one off-balance sheet arrangements.arrangements, in the form of a $14 Million Loan to the Company that will not be recorded until received in April 2021.

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

Not Applicable.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements following the signature page of this report.

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

None

Item 9A. Controls and Procedures.

None.

Item 9A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. 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 inInternal 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, 2019,2020, 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 have been 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, 2019.2020. 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, 2019,2020, our internal control over financial reporting was effective.

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

(b)Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls 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 20192020 has been disclosed.

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.

⁽¹⁾Member of the Compensation and Governance Committees. 

⁽²⁾Independent Director. 

Our directordirectors and executive officer hasofficers 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 decade, 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 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.

Karie Elsasser.Director Karie Elsasser is a senior level executive with 20 years’ experience in banking, finance and commodities. Most recently Karie serves as the CFO for Native Fuels a Wisconsin based company supporting the development of First Nation assets and resources both Nationally and Internationally in a sustainable way through assisting in the business development process including planning, sourcing technology partnerships, finance and commodity sales. Karie also owned and operated her own successful mortgage brokerage for a period of five years prior. Earlier Ms. Elsasser was a senior loans officer with Washington Mutual.

Christina Kenny.Chief People Officer and 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.

Tina VanderHeyden.Director: Tina VanderHeyden is a senior level executive with 32 years diverse funding and business development experience in both the public and private sectors. For the green technology sector, she recently completed funding and co-managed the installation of a major geothermal system and HVAC overhaul for a “Heritage” estate. In addition to her long term fundraising work in the education and cultural sectors, she spent several years leading research and funding for bio-tech and new technology start-ups including new business development for the Bedminster BioEnergy Technology; which uses recovered high quality Biomass to provide renewable energy.

Significant Employees Who Are Not Executive Officers

Kelly McKinley. SVP Real Estate and Project Development oversees integrated architectural design with construction management with a focus on environmental sustainability. Combined with his broad-based international knowledge and expertise he promotes the kind of synergies that inform project visioning, quality design, cost-effective construction and technical decisions. He has designed and built projects in the South Pacific, Hawaii, Texas, Washington and across Canada while traveling extensively researching sustainable architecture and urban design. For over thirty years has developed residential, commercial, industrial projects with the utmost concern for quality, cost effectiveness and work site safety. He has a Bachelor’s of Architecture, Houston TX., Assoc. AIA.,

Family

There are no family relationships between the members of our board of directors. Janice Bartlett, director of TransAct Energy Global Limited 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 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 EthicsWe 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, Chief People Officer and our SVP Real Estate and Project Development. 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, 2019.2020. The Directors were paid $7,586 in restricted stock awardsaccrued $7,692 for the full 20192020 year. The directors of each subsidiary were paid $4,050accrued $4,107 for active and $2,025$2,054 for inactive companies in restricted stock awards for the 2019full 2020 year prorated where applicable.

SUMMARY COMPENSATION TABLE

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

The following table sets forth as of December 31, 2019,2020, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 59,333,15560,728,912 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.

⁽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 $1,941267 but does not include compensation. 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 year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

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

·any of our directors or officers; 

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

·any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our  

·outstanding shares of common stock; or 

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

Item 14. Principal Accounting Fees and Services.

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

Audit Fees. There were no fees charged in 20192020 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 20182020 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:

(b) Exhibits

* 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.

(

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.

TRANSACT ENERGY CORP.

[A Development Stage Company)Company]

INTERIM BALANCE SHEET

FINANCIAL STATEMENTS

December 31, 2020

(Unaudited -– Prepared by Management)

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONSBALANCE SHEET

(Unaudited - Prepared by Management)

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited - Prepared by Management)

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

INTERIM  STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

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

TRANSACT ENERGY CORP.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS'STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION ON MARCH 15, 2006 THROUGH DECEMBER 31, 20192020

(Unaudited)