UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q   SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2008. 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 Number:  333-139746   TRANSACT ENERGY CORP. (Exact name of registrant as specified in its charter)  Nevada98-0515445(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1650-1188 West Georgia, Vancouver, BC, CanadaV6E 4A2(Address of principal executive offices)(Zip Code)  604-629-2461 (Registrants telephone number, including area code)  _______________________________________________________ (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   S   Yes  £    No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer£Accelerated filer£Non-accelerated filer£(Do not check if a smaller reporting company)Smaller reporting companyS  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  £  Yes  S   No  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. £   Yes   £   No  APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of November 6, 2008:  9,400,000    PART I - FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and 2007 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended September 30, 2008 and 2007 are not necessarily indicative of the operating results for the full year.  2        TRANSACT ENERGY CORP. [A Development Stage Company]  INTERIM FINANCIAL STATEMENTS  SEPTEMBER  30, 2008 ______________   (Unaudited)       3   TRANSACT ENERGY CORP. [A Development Stage Company]   (Unaudited)    CONTENTS  PAGE       Interim Balance Sheets 5   — Interim Statements of Operations 6   — Interim Statements of Cash Flows 7    Notes to Interim Financial Statements 8   4   TRANSACT ENERGY CORP. [A Development Stage Company]  INTERIM BALANCE SHEETS  (Unaudited)  ASSETS  (Unaudited)September 30,December 31,20082007CURRENT ASSETS:Cash$-$11,680Total Current Asset-11,680INVESTMENT IN LEASE (NOTE 2)12,47812,267OTHER ASSET:Deferred stock offering costs5,328-$17,806$23,947LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Checks issued in excess of funds on deposit$1$-Accounts payable44,2534,652Total Current Liabilities44,2544,652STOCKHOLDERS' EQUITY (DEFICIENCY):Preferred stock, $.001 par value,10,000,000 shares authorized,no shares issued and outstanding--Common stock, $.001 par value,100,000,000 shares authorized,9,400,000 shares issued andoutstanding9,4009,400Capital in excess of par value44,10044,100Deficit accumulated during thedevelopment stage(79,948)(34,205)Total Stockholders' Equity (Deficiency)(26,448)19,295$17,806$23,947  The accompanying notes are an integral part of these financial statements.  5   TRANSACT ENERGY CORP. [A Development Stage Company]  INTERIM STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2008 AND 2007 AND FROM INCEPTION TO SEPTEMBER 30, 2008  (Unaudited)  Cumulative from inception On
March 15, 2006
Through
September 30,
2008Three
months
ended
September
30,
2008Nine
Months
ended
September
30,
2008Three
months
ended
September
30,
2007Nine
Months
ended
September
30,
2007REVENUE$-$-$-$-$-EXPENSES:General and administrative61,2757,83627,0704,68013,360Unsuccessful lease purchases18,67318,67318,673--Total Expenses79,94826,50945,7434,68013,360LOSS FROM OPERATIONSBEFORE INCOME TAXES(79,948)(26,509)(45,743)(4,680)(13,360)CURRENT TAX EXPENSE-----DEFERRED TAX EXPENSE-----NET LOSS$(79,948)$(26,509)$(45,743)$(4,680)$(13,360)LOSS PER COMMON SHARE$(.00)$(.00)$(.00)$(.00)  The accompanying notes are an integral part of these financial statements.  6   TRANSACT ENERGY CORP. [A Development Stage Company]  INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE  MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007 AND FROM INCEPTION TO SEPTEMBER 30, 2008  (Unaudited)  Cumulative from
inceptionOn March 15, 2006Nine monthsNine monthsthroughendedendedSeptember 30,September 30,September 30,200820082007Cash Flows From Operating Activities:Net loss$(79,948)$(45,743)$(13,360)Adjustments to reconcile net loss to net cashused by operating activities:Change in assets and liabilities:Increase in accounts payable44,25339,601(2,755)Net Cash (Used) by Operating Activities(35,695)(6,142)(16,115)Cash Flows From Investing Activities:Acquisition of oil and gas leases(12,478)(211)(216)Net Cash (Used) by Investing Activities(12,478)(211)(216)Cash Flows From Financing Activities:Proceeds from bank overdraft11-Proceeds from common stock issuance53,500--Stock offering costs(5,328)(5,328)-Net Cash Provided by Financing Activities48,173(5,327)-Net  (Decrease) Increase in Cash-(11,680)(16,331)Cash at Beginning of Period-11,68031,049Cash  at End of Period$-$-$14,718Supplemental Disclosures of Cash Flow Information:Cash paid during the periods for:Interest$-$-$-Income taxes$-$-$-Supplemental Schedule of Non-cash Investing and Financing Activities:For the period ended September 30, 2008 and 2007:None  The accompanying notes are an integral part of these financial statements.  7   TRANSACT ENERGY CORP. [A Development Stage Company]  NOTES TO INTERIM FINANCIAL STATEMENTS  SEPTEMBER 30, 2008  (Unaudited)  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization  Transact Energy Corp. (the Company) was organized under the laws of the State of Nevada on March 15, 2006. The Company plans to engage in the business of acquiring and selling oil and gas lease interests.  The Company has not generated significant revenues and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7.  The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.  Interim Condensed Financial Statements -The accompanying interim financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and 2007 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended September 30, 2008 and 2007 are not necessarily indicative of the operating results for the full year.  Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.  Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  This statement requires an asset and liability approach for accounting for income taxes [See Note 4].  Loss Per Share -The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive [See Note 7].  Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimated by management.  8   TRANSACT ENERGY CORP. [A Development Stage Company]  NOTES TO INTERIM FINANCIAL STATEMENTS  SEPTEMBER 30, 2008  (Unaudited)  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]  Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115, SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements (as amended), SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133, SFAS No. 162, The Hierarchy of GAAP Sources for Non-governmental entities, and SFAS No. 163,  Accounting for Financial Guarantee Insurance Contracts were recently issued.  SFAS No. 157, 159, 160, 161, 162 and 163 have no current applicability to the Company or their effect on the financial statements would not have been significant.  Investment in leases All costs such as bid fees and lease rental payments related to the acquisition of oil and gas leases are deferred and amortized on a straight-line basis over the term of the lease.  Foreign currency translation - Transactions in foreign currencies are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) when material and foreign currency transaction gains and losses are recorded in other income and expense.  Stock offering costs  Costs incurred in connection with stock offerings will be deferred and offset against the proceeds of the stock offering.  Costs incurred in connection with unsuccessful offerings will be expensed.  9   TRANSACT ENERGY CORP. [A Development Stage Company] NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2008  (Unaudited)  NOTE 2 - INVESTMENT IN LEASE  On September 7, 2006 the Company acquired a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash. To date the Company has paid annual lease payments of $427 for a total capitalized cost of $ 12,478. The lease is for a 5 year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta  During the three months ended September 30, 2008 the Company incurred $18,673 in costs related to unsuccessful lease purchases which have been expensed.  NOTE 3 - CAPITAL STOCK  Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  No shares are issued and outstanding at September 30, 2008.  Common Stock  The Company has authorized 100,000,000 shares of common stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  During April 2006, the Company issued 8,500,000 shares of its previously authorized, but unissued common stock.  Total proceeds from the sale of stock amounted to $8,500 (or $.001 per share).  During August 2006, the Company issued 900,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $45,000 (or $.05 per share).  NOTE 4 - INCOME TAXES  The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes.  SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.  The Company has available at September 30, 2008, an operating loss carryforward of approximately $79,948 which may be applied against future taxable income and which expires in various years through 2028.  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The net deferred tax asset is approximately $15,990 as of September 30, 2008, with an offsetting valuation allowance of the same amount.  10   TRANSACT ENERGY CORP. [A Development Stage Company]  NOTES TO INTERIM FINANCIAL STATEMENTS  SEPTEMBER 30, 2008  (Unaudited)  NOTE 5 - GOING CONCERN  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company was only recently formed and has incurred losses since its inception. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  NOTE 6 - RELATED PARTY TRANSACTIONS  Management Compensation - The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal.  Office Space - The Company has not had a need to rent office space.  A related company of an officer/shareholder is allowing the Company to use an office as a mailing address, as needed, at no expense to the Company. During the nine months ended September 30, 2008 the Company has paid $8,500 and has a payable of $ 2,300 for the use of telephone, fax and office equipment.  During the year ended December 31, 2007 the Company paid a total of $5,630 to the related entity for telephone, fax and office equipment.  11   TRANSACT ENERGY CORP. [A Development Stage Company]  NOTES TO INTERIM FINANCIAL STATEMENTS  SEPTEMBER 30, 2008  (Unaudited)  NOTE 7 - LOSS PER SHARE  The following data show the amounts used in computing loss per share for the periods presented:  Three monthsNine MonthsThree monthsNine monthsendedendedendedendedSeptember 30,September 30,September 30,September 30,2008200820072007Loss available to common shareholders (numerator)$(26,509)$(45,743)$(4,680)$(13,360)Weighted average number of common shares outstanding during the period used in loss per share (denominator)9,400,0009, 400,0009,400,0009, 400,000  Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.  NOTE 8  SUBSEQUENT EVENTS  Proposed Public Offering of Common Stock - The Company is proposing to make a public offering of 2,000,000 shares of common stock.  The Company previously filed a registration statement with the United States Securities and Exchange Commission on Form SB-2. The offering expired during February 2008 with no shares sold.  The Company has filed a  new registration statement using Form S-1 on June 10, 2008 and Form S-1/A   on July 11, 2008. Stock offering costs related to the unsuccessful offering of $ 4,000 were expensed during December, 2007. During the three months ended September 30, 2008 the Company incurred stock offering costs of $ 5,328 which will be deferred and offset against the proceeds of the proposed stock offering.  12   ITEM 2.  PLAN OF OPERATIONS  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION  FORWARD-LOOKING STATEMENT NOTICE  This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as may, will, expect, believe, anticipate, estimate or continue or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.  OUR BUSINESS  We formed as a Nevada corporation on March 15, 2006 as TransAct Energy Corp. Our activities have been limited to developing and writing our business plan and the purchase of an oil and gas lease.  On September 7, 2006 we acquired 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash, the MedHat Project.  As of the date of this report, we have not commenced operations other than to obtain rights to the MedHat Project. Management has primarily focused on contacting various entities and people in search of additional oil and gas leases for purchase.  PLAN OF OPERATION  We anticipate we will secure oil and gas leases based on researched historical information, use seismic data to increase value in the prospective property and then enter into farm in agreements with experienced industry corporations for further exploration and operations. We will not be participating in any exploration and our revenues will be generated by retaining a royalty interest in the properties that are ultimately developed for production.  Our focus will be the acquisition of oil and gas leases primarily in British Columbia and Alberta, Canada.  We intend to research and select prospective leaseholds in or near areas with historical and proven resources and then procure leases on such properties either through private transactions or through auction.  We then expect to create additional value beyond the lease by completing an engineering review of existing seismic data and performing onsite evaluations if needed in order to determine an estimated level of probability.  Once a property has been thoroughly evaluated, we will Farm Out to experienced operators who would then further explore and develop the property with TransAct earning a royalty from oil and gas production.  In September 2006, we purchased a 100% interest in a Petroleum and Natural Gas Lease from the province of Alberta, Canada for $12,051 cash.  The lease is for a five year term and calls for annual rental and royalty payments in accordance with the Mines and Mineral Act of Alberta.  The land consists of a one 1⁄4 section Crown lease of Petroleum and Natural Gas rights.  RESULTS OF OPERATIONS  During the three months ended September 30, 2008, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC.  Results of Operations  Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007  No revenues were received by the Company during the three months ended September 30, 2008 or 2007.  Our expenses were $26,509 for the three months ended September 30, 2008 compared to $4,680 for the same period in 2007.  Our increased expenses were mainly due to increased legal and accounting fees.  Results of Operations  Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007  No revenues were received by the Company during the nine months ended September 30, 2008 or 2007.  Our expenses were $45,743 for the nine months ended September 30, 2008 compared to $13,360 for the same period in 2007.  Our increased expenses were mainly due to increased legal and accounting fees.  13   LIQUIDITY AND CAPITAL RESOURCES  As of September 30, 2008, we have $-0- in cash and $12,478 in an investment in an oil and gas lease along with $5,328 in deferred stock offering costs.  Our current liabilities consist of accounts payable in the amount of $44,254.  NEED FOR ADDITIONAL FINANCING  We filed a registration statement on Form SB-2 with the Securities and Exchange Commission to register 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 July 11, 2007.  The registration statement expired on February 29, 2008 and we did not sell any of the registered shares.  On July 10th, 2008 we filed a new registration statement on Form S-1 to register up to 2,000,000 shares of common stock, again at a sale price of $.25 per share with the intent to use proceeds from our offering to further our business objectives. We filed an amendment to our registration statement on October 29, 2008.  There are no assurances we will be successful in getting our S-1 registration statement effective or that we will be able to sell any of the shares once the registration statement is declared effective.  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not required by smaller reporting companies.  ITEM 4T.  CONTROLS AND PROCEDURES.  (a) Evaluation of Disclosure Controls and Procedures.  The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures.  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2008, the end of the period covered by this Report.  This quarterly 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 quarterly report.  (b) Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls or procedures over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  PART II  OTHER INFORMATION  ITEM 1.  LEGAL PROCEEDINGS.  No legal proceedings are threatened or pending against TransAct Energy Corp. or any of our officers or directors.  Further, none of our officers, directors or affiliates are parties against TransAct Energy Corp., or have any material interests in actions that are adverse to our own.  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  The Company did not sell or issue any securities during the period covered by this report.  14   ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  None  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No matters were submitted during the period covered by this report to a vote of security holders.  ITEM 5.   OTHER INFORMATION.  None  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.  (a)  Exhibits  Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.  Exhibit No.Title of DocumentLocation31Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Attached32Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*Attached  (b)  Reports on Form 8-K  None  * The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.   15   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.  TRANSACT ENERGY CORP.   Date:  November 7, 2008 By:/s/ Henry Andrews Henry Andrews President, Treasurer, Chief Executive Officer and Chief Financial Officer  16