UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 22, 2006

TORRENT ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

000-19949

(Commission File Number)

84-0503749

(IRS Employer Identification No.)

600-666 Burrard Street, Vancouver, BC V6C 2X8

(Address of principal executive offices and Zip Code)

604-639-3118

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02. Unregistered Sales of Equity Securities.

On February 22, 2006, we issued the third tranche of an aggregate of 600,000 shares of our common stock pursuant to a lease purchase and sale agreement we entered into, dated May 11, 2004 and amended on June 11, 2004, with our wholly-owned subsidiary, Methane Energy Corp. and Geotrends-Hampton International LLC, which agreement we originally announced in our Form 8-K filed on June 23, 2004. We also issued the second tranche shares pursuant to the lease purchase and sale agreement in the aggregate of 600,000 shares of our common stock on January 20, 2005.

We issued these securities to three U.S. persons relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TORRENT ENERGY CORPORATION

/s/ John D. Carlson                            

John D. Carlson,

President and Chief Executive Officer

Date: February 22, 2006