UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 8, 2005
(November 5, 2004)
TRANS ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 93-0997412
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
210 Second Street, P.O. Box 393, St. Mary's, West Virginia 26170
(Address of principal executive offices)
Registrant's telephone number, including area code: (304) 684-7053
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORM 8-K/A
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 11, 2004, we filed a report on Form 8-K announcing the
acquisition of certain oil and gas leases and leasehold interests located in
Wetzel and Marion Counties, West Virginia, and other assets. The acquisition was
accomplished by our subsidiary, Prima Oil Company, Inc., acquiring Cobham Gas
Industries, Inc., a Delaware corporation.
This report on Form 8-K/A is being filed as a follow-up and to amend our
initial report on Form 8-K and includes requisite financial statements related
to Cobham Gas Industries.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. See Exhibit 99.1 (audited
consolidated financial statements of Cobham Gas Industries, Inc. for
the year ended December 31, 2003 and unaudited financial statements of
Cobham Gas Industries, Inc. for the nine month periods ended September
30, 2004 and 2003).
(b) Pro Forma Financial Information. See Exhibit 99.2 (unaudited proforma
combined financial statements of Trans Energy, Inc. and Cobham Gas
Industries, Inc.)
(c) Exhibits
Exhibit No. Description
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10.1* Agreement with Texas Energy Trust Company.
10.2* Assignment and Agreement with Texas Energy Trust Company and
Cobham Gas Industries, Inc.
99.1 Audited consolidated financial statements of Cobham Gas
Industries, Inc. for the years ended December 31, 2003 and
2002 and unaudited financial statements of Cobham Gas
Industries, Inc. for the nine month periods ended September
30, 2004 and 2003.
99.2 Unaudited proforma combined financial statements of Trans
Energy, Inc. and Cobham Gas Industries, Inc. as of December
31, 2003 and September 30, 2004.
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* Filed previously as exhibit to Form 8-K on November 11, 2004
Notes about Forward-looking Statements
Statements contained in this Current Report which are not historical facts,
including all statements regarding the consummation of the acquisition of
assets, may be considered "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based
on current expectations and the current economic environment. Trans Energy
cautions the reader that such forward-looking statements are not guarantees of
future performance. Unknown risks and uncertainties as well as other
uncontrollable or unknown factors could cause actual results to materially
differ from the results, performance or expectations expressed or implied by
such forward-looking statements.
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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 hereunto duly authorized.
TRANS ENERGY, INC.
Date: June 8, 2005 By /s/ CLARENCE E SMITH
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Clarence E. Smith
Chief Executive Officer and Director
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