Form 8-K for TRANS ENERGY INC

17-Aug-2006

Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets

In consideration for the acquisition of assets, Trans Energy will pay Mr. Hillyer and BOK, the sole owner of Cobham, $600,001 and 1 million shares of Trans Energy common stock. The shares of common stock are subject to certain restrictions regarding the future sale of the shares.

The Agreement and assignment of Assets is made without warranty of title to the wells, either express or implied, and Trans Energy becomes responsible for the plugging and abandoning of the Wells, as necessary, and for any reclamation of the lands after plugging and abandoning operations are completed. All plugging and abandoning operations will be done in accordance with the applicable rules and regulations of the State of West Virginia or other jurisdictional authorities.

Upon effectiveness of the assignment at 7:00 AM on August 14, 2006, all production, revenue, costs, expenses and other liabilities attributable to the assigned Wells occurring before the effective time will belong to the Sellers, and all production, assets and liabilities occurring after the effective time shall belong to Trans Energy.

The Assets being acquired include:

- Certain interests in oil and gas wells, located in Marion County, West Virginia assigned to BOK by TETCO in May 2006;

- Certain interests in oil and gas wells located in Marion County, West Virginia assigned to TETCO by Prima in August 2005; and

- Certain rights-of-way, related facilities and miscellaneous vehicles and equipment.

Section 9 - Financial Statements and Exhibits
Item 9.01     Financial Statements and Exhibits
-----------------------------------------------
     (c) Exhibits
     Exhibit No.      Description
         10.1         Assignment and Bill of Sale
-----------------

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.