SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                                   ACT OF 1934

                  For the quarter ended March 31, 2004

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from               to
                                          -------------    -------------

                        Commission File Number 000-31631
                                               ---------


                          TRANS MAX TECHNOLOGIES, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)


                              NEVADA     42-1599830
                              ------     ----------
         (State or other jurisdiction of incorporation or organization)
                        (IRS Employer Identification No.)


                 2190 SMITHTOWN AVENUE, RONKONKOMA, NEW YORK 11779
                 ------------------------------------------------
                    (Address of principal executive offices)


                                  (631) 285-7101
                                  --------------
                           (Issuer's telephone number)


                200 Trade Zone Drive, Ronkonkoma, New York 11779
                ------------------------------------------------
                      (Address of former executive offices)




     Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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:

                                   Yes XX      No:

As of May 24, 2004, 221,112,474 shares of Common Stock of the issuer were
outstanding.


<PAGE>

<TABLE>
<CAPTION>

Item 1.  Financial Statements

                          TRANS MAX TECHNOLOGIES, INC.
                                  BALANCE SHEET

                                                        MARCH 31,    DECEMBER 31,
                                                          2004          2003
     ASSETS                                            (UNAUDITED)     (NOTE)
---------------                                        ------------  -----------
<S>                                                    <C>           <C>
Current assets:
  Cash and cash equivalents                            $    39,358   $    9,259
  Accounts receivable, net                                  25,725       26,984
  Inventories                                               54,804       40,940
  Other current assets                                      32,830       23,881
                                                       ------------  -----------

    Total current assets                                   152,717      101,064

Receivable from affiliates                                 218,966       29,894
Property and equipment, net                                819,687      434,713
Other assets                                               163,250      163,250
                                                       ------------  -----------

      Total assets                                     $ 1,354,620   $  728,921
                                                       ============  ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accounts payable                                     $    56,442   $   46,240
  Accrued expenses                                         115,258        4,573
  Notes payable to stockholders                            777,900      113,400
                                                       ------------  -----------

    Total current liabilities                              949,600      164,213
                                                       ------------  -----------


Commitments and contingencies

Stockholders' equity:
  Common stock; $0.001 par value;  500,000,000 shares
    authorized; 221,112,474 and 212,631,192 shares
    issued and outstanding as of March 31, 2004 and
     December 31, 2003 respectively                        221,112      212,631
  Additional paid in capital                             1,417,509    1,014,424
  Accumulated deficit                                   (1,233,601)    (662,347)
                                                       ------------  -----------

    Total stockholders' equity                             405,020      564,708
                                                       ------------  -----------

      Total liabilities and stockholders' equity       $ 1,354,620   $  728,921
                                                       ============  ===========
</TABLE>


Note:  The  balance sheet at December 31, 2003 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements.




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

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                          TRANS MAX TECHNOLOGIES, INC.
                        UNAUDITED STATEMENT OF OPERATIONS


                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                      ----------------
                                                    2004           2003
                                                -------------  -------------
<S>                                             <C>            <C>
Sales, net                                      $     60,348   $     68,536
Cost of goods sold                                    33,012         24,030
                                                -------------  -------------

  Gross profit                                        27,336         44,506

General and administrative expenses                  531,161         39,649
Research and development expenses                     57,612            114
                                                -------------  -------------

    Income (loss) from operations                   (561,437)         4,743

Interest expense                                      (9,817)        (1,151)
                                                -------------  -------------

Net income (loss)                               $   (571,254)  $      3,592
                                                =============  =============

Net income (loss) per share-basic and diluted   $      (0.00)  $       0.00
                                                =============  =============

Weighted average shares outstanding              219,976,411    212,394,739
                                                =============  =============
</TABLE>




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

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                                      TRANS MAX TECHNOLOGIES, INC.
                             UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
                              FOR THE THREE MONTHS ENDED MARCH 31, 2004


                                                                  ADDITIONAL
                                             COMMON STOCK          PAID-IN    ACCUMULATED
                                          SHARES       AMOUNT      CAPITAL      DEFICIT      TOTAL
                                       ------------  ----------  ------------  ----------  ----------
<S>                                    <C>           <C>         <C>           <C>         <C>
Balance at December 31,
  2003                                  212,631,192  $  212,631  $ 1,014,424   $(662,347)  $ 564,708

Cash contributed
  by stockholders                                 -           -      369,171           -     369,171

Common stock issued in
  connection with employ-
  ment agreements                         8,481,282       8,481       26,858           -      35,339

Interest imputed on
  stockholder loan                                -           -        7,056           -       7,056

Net income (loss)                                 -           -            -    (571,254)   (571,254)
                                       ------------  ----------  ------------  ----------  ----------

Balance at March 31,
  2004                                  221,112,474   $   221,112  $1,417,509  $(1,233,601)  $ 405,020
                                       ============  ============  ==========  ============  ==========

</TABLE>


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

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                          TRANS MAX TECHNOLOGIES, INC.
                        UUAUDITED STATEMENT OF CASH FLOWS


                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                                 ----------------
                                                                 2004        2003
                                                              -----------  ---------
<S>                                                           <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                           $ (571,254)  $  3,592
  Adjustment to reconcile net income (loss) to net cash
    used in operating activities:
    Common stock issued for services                              35,339          -
    Imputed interest expense                                       7,056          -
    Depreciation expense                                             673        750
    Changes in operating assets and liabilities:
      Accounts receivable                                          1,260      8,478
      Inventory                                                  (13,864)       836
      Other assets                                                (8,950)       160
      Accounts payable and accrued expenses                      120,887    (10,174)
                                                              -----------  ---------

        Net cash provided by (used in) operating activities     (428,853)     3,642
                                                              -----------  ---------

Cash flows from investing activities:
  Purchase of property and equipment                            (385,647)         -
  Increase in receivable from affiliates                        (189,072)         -
                                                              -----------  ---------

        Net cash used in investing activities                   (574,719)         -
                                                              -----------  ---------

Cash flows from financing activities:
  Proceeds from notes payable to stockholders                    664,500          -
  Cash contributed by stockholders                               369,171          -
                                                              -----------  ---------

        Net cash provided by financing activities              1,033,671          -
                                                              -----------  ---------

Net increase (decrease) in cash and cash equivalents              30,099      3,642

Cash and cash equivalents, beginning of period                     9,259          -
                                                              -----------  ---------

Cash and cash equivalents, end of period                      $   39,358   $  3,642
                                                              ===========  =========


Supplemental cash flow information:
  Cash paid for interest                                      $    2,761   $  1,151
                                                              ===========  =========

  Cash paid for income taxes                                  $        -   $      -
                                                              ===========  =========

</TABLE>


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

                                       F-5

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
                SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.     INTERIM  FINANCIAL  STATEMENTS
       ------------------------------

The  accompanying  unaudited  interim  financial  statements  have been prepared
without  audit  pursuant to the rules and regulations of the U.S. Securities and
Exchange  Commission.  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, pursuant to such rules and regulations.  These unaudited
financial  statements  should  be read in conjunction with the audited financial
statements  and  notes  thereto  of the Company included in the Company's Annual
Report  on  Form 10-KSB for the year ended December 31, 2003.  In the opinion of
management,  all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary  for a fair presentation of financial position, results of
operations  and cash flows for the interim periods presented have been included.
Operating  results for the interim periods are not necessarily indicative of the
results  that  may  be  expected  for  the  respective  full  year.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
The Company faces many operating and industry challenges.  The Company intends
to do business in a highly competitive industry.  Future operating losses for
the Company are anticipated and the proposed plan of operations, even if
successful, may not result in cash flow sufficient to finance the
continued expansion of its business.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  Realization of
assets is dependent upon continued operations of the Company, which in turn is
dependent upon management's plans to meet its financing requirements, as
discussed below, and the success of its future operations.  The financial
statements do not include any adjustments that might result from this
uncertainty.



2.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------------

Perma-Tune  Electronics,  Inc.  ("Perma-Tune")  was  incorporated in 1993 in the
state  of  Texas.  The  Company  designs  and  manufactures  high  performance
electronic  ignition  systems  for  distribution  throughout  the United States,
Canada  and  Europe.

On July 21, 2003 Perma-Tune acquired 100% of the issued and outstanding stock of
Trans  Max  Technologies,  Inc. ("Trans Max"), a Nevada corporation, in exchange
for  15,177,300  shares  of  Perma-Tune's  common stock (pre 2 for 1 and 6 for 1
stock  splits).  As  a  result  of  this  acquisition, the control of Perma-Tune
shifted to the former shareholders of Trans Max and this transaction was treated
as  a  recapitalization.  As  a  part  of  this  recapitalization,  Perma-Tune
Electronics,  Inc.  changed  its  name  to  Trans  Max  Technologies,  Inc. (the
"Company").

     MANAGEMENT  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  at the date of the financial statements and the reported amounts of
revenue  and  expenses during the reporting period.  Actual results could differ
from  those  estimates.

     REVENUE  RECOGNITION
     --------------------

The  Company  recognizes  revenue  when  persuasive  evidence  of an arrangement
exists,  delivery  has  occurred,  the  sales price is fixed or determinable and
collectibility  is  probable.  Generally,  these  criteria  are  met at the time
product  is  shipped.  The  Company  provides  for the estimated cost of product
warranties  upon  shipment.  The  Company  has a no return policy and has had no
returns in the last two years.  Shipping and handling costs are included in cost
of  goods  sold.

     RESEARCH  AND  DEVELOPMENT
     --------------------------

Research  and  development  activities are expensed as incurred, including costs
relating  to  patents  or  rights  which  may  result  from  such  expenditures.


                                       F-6

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
          SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED

2.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------------

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

Financial instruments which subject the Company to concentrations of credit risk
include cash and cash equivalents and accounts receivable. The Company maintains
its  cash  and cash equivalents with major financial institutions selected based
upon  management's  assessment  of  the  banks'  financial  stability.  Balances
periodically exceed the $100,000 federal depository insurance limit. The Company
has not experienced any losses on deposits.  Accounts receivable generally arise
from  sales of services to customers operating in the United States.  Collateral
is  generally  not  required  for  credit  granted.  As  of  March  31,  2004,
approximately 35% of the Company's trade receivables were due from one customer.
The  Company  provides  allowances  for  potential credit losses when necessary.

     PROPERTY  AND  EQUIPMENT
     ------------------------

Property  and  equipment  is stated at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of three to seven years for
office furniture and equipment.  Leasehold improvements are depreciated over the
shorter  of the useful life of the improvement or the life of the related lease.
Additions or improvements that increase the value or extend the life of an asset
are capitalized. Expenditures for normal maintenance and repairs are expensed as
incurred.  Disposals  are  removed  from  the  accounts at cost less accumulated
depreciation  and  any  gain or loss from disposition is reflected in operations
currently.

     INVENTORIES
     -----------

Inventories are stated at the lower of cost or market, with cost determined on a
first-in,  first-out  basis.

     INCOME  TAXES
     -------------

The Company uses the liability method in accounting for income taxes. Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and  income  tax  carrying  amounts of assets and
liabilities  and  are measured using the enacted tax rates and laws that will be
in  effect when the differences are expected to reverse.  A valuation allowance,
if  necessary,  is provided against deferred tax assets, based upon management's
assessment  as  to  their  realization.

The  difference  between  the  34% federal statutory income tax rate and amounts
shown in the accompanying interim financial statements is primarily attributable
to  an  increase in the valuation allowance applied against the tax benefit from
utilization  of  net  operating  loss  carryforwards.

     STOCK-BASED  COMPENSATION
     -------------------------

Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
("SFAS  No.  123")  established financial accounting and reporting standards for
stock-based  employee  compensation plans.  It defined a fair value based method
of  accounting  for  an  employee  stock option or similar equity instrument and
encouraged  all  entities  to  adopt  that method of accounting for all of their
employee  stock  compensation plans and include the cost in the income statement
as  compensation  expense.  However,  it  also  allows  an entity to continue to
measure compensation cost for those plans using the intrinsic value based method
of  accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees".  The  Company  accounts  for
compensation  cost for stock option plans in accordance with APB Opinion No. 25.

                                F-7

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
          SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED


2.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------------

     IMPAIRMENT  OF  LONG-LIVED  ASSETS
     ----------------------------------

In the event facts and circumstances indicate the carrying value of a long-lived
asset,  including  associated  intangibles,  may  be  impaired, an evaluation of
recoverability  is performed by comparing the estimated future undiscounted cash
flows associated with the asset to the asset's carrying amount to determine if a
write-down  to  market  value  or  discounted cash flow is required.  Based upon
management's  evaluation,  an  impairment write-down of the Company's long-lived
assets  was  not  deemed  necessary.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

The Company includes fair value information in the notes to financial statements
when the fair value of its financial instruments is different from the book
value.  When the book value approximates fair value, no additional disclosure is
made.

     LOSS  PER  SHARE
     ----------------

Basic  and  diluted  loss  per  share  is  computed on the basis of the weighted
average number of shares of common stock outstanding during each period.  Common
equivalent  shares  from common stock options and warrants are excluded from the
computation  as  their  effect  would  dilute the loss per share for all periods
presented.

   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   -----------------------------------------

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities,"  which addresses financial accounting and
reporting  for  costs associated with exit or disposal activities and supersedes
Emerging  Issues  Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs  Incurred in a Restructuring)." SFAS No. 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. In addition, SFAS No. 146 establishes that fair value is the objective for
initial  measurement  of  the  liability.  SFAS No. 146 is effective for exit or
disposal  activities  initiated  after  December 31, 2002, but early adoption is
permitted.  The adoption of SFAS No. 146 did not have an impact on the Company's
financial  position  or  results  of  operations.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock Based
Compensation",  which  amends  SFAS  No.  123  to provide alternative methods of
transition  for  an  entity that voluntarily changes to the fair value method of
accounting for stock based employee compensation.  It also amends the disclosure
provisions  of SFAS No. 123 to require prominent disclosure about the effects on
reported  net  income of an entity's accounting policy decisions with respect to
stock based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No.
28,  "Interim  Financial  Reporting",  to require disclosure of those effects in
interim  financial statements.  SFAS No. 148 is effective for fiscal years ended
after  December  15, 2002, but early adoption is permitted.  The Company adopted
SFAS  No.  148  on January 1, 2003.  The adoption of SFAS No. 148 did not have a
significant  impact  on  its  financial  reporting.

In January 2003, the FASB issued FASB Interpretation (FIN) No. 46 "Consolidation
of  Variable  Interest Entities." FIN No. 46 requires a company to consolidate a
variable interest entity ("VIE") if the company has variable interests that give
it  a  majority  of  the  expected losses or a majority of the expected residual
returns  of  the entity. Prior to FIN No. 46, VIE's were commonly referred to as
SPE's.  FIN  No. 46 is effective immediately for VIE's created after January 31,
2003.  This  interpretation  did  not  have  a  material effect on the Company's
financial  condition  or  results  of  operations.

In  April  2003, the FASB issued SFAS No. 149, Amendment to Statement No. 133 on
Derivative  Instruments  and  Hedging  Activities.  This  statement  amends  and
clarifies  financial  accounting  and  reporting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No.  133.  The  changes in SFAS No. 149 improve financial reporting by requiring
that contracts with comparable characteristics be accounted for similarly. Those
changes  will  result  in  more  consistent  reporting  of  contracts  as either
derivatives  or  hybrid  instruments.  SFAS  No.  149 is effective for contracts
entered  into  or  modified  after  June  30,  2003, except in certain instances
detailed  in  the statement, and hedging relationships designated after June 30,
2003.  Except  as  otherwise  stated  in  SFAS No. 149, all provisions should be
applied  prospectively.  The  adoption of this statement did not have a material
effect  on  the  Company's  financial  condition  or  results  of  operations.

<PAGE>

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with Characteristics of both Liabilities and Equity." SFAS No. 150,
which  is effective at the beginning of the first interim period beginning after
June  15,  2003,  must  be  implemented  by reporting the cumulative effect of a
change  in  accounting  principle  for  financial instruments created before the
issuance  date  of  the  statement  and  still  existing at the beginning of the
interim  period  of adoption. The statement requires that a financial instrument
which falls within the scope of the statement to be classified and measured as a
liability.  The following financial instruments are required to be classified as
liabilities:  (1)  shares  that are mandatorily redeemable, (2) an obligation to
repurchase  the  issuer's equity shares or one indexed to such an obligation and
that  requires  or  may  require  settlement  by transferring assets and (3) the
embodiment  of an unconditional obligation that the issuer may or may not settle
by  issuing  a  variable  number of equity shares if, at inception, the monetary
value  of  the  obligation  is  based  on  certain  measurements  defined in the
statement.  The adoption of this statement did not have a material effect on the
Company's  financial  condition  or  results  of  operations.


3.     LIQUIDITY
       ---------

For  the  three  months  ended  March  31,  2004,  the Company had a net loss of
$(571,254)  and  net income of $3,592 for the same period in 2003. For the three
months  ended March 31, 2004 the Company had negative cash flows from operations
of  $(428,853)  and  positive  cash flows from operations of $3,642 for the same
period  in  2003.  In addition to the revenues provided by the normal operations
of  the  electronic  ignition  product  line,  the Company has been dependent on
additional  capital  contributions  from shareholders and debt financing to fund
its  cash  requirements.

As  of  March 31, 2004 the Company's cash reserves totaled $39,358.  The Company
is  continuing  production  and  sales  efforts  as well as further research and
development.  During  the  remainder  of  2004  the  Company  expects  to  incur
additional  costs  for  research  and  development and anticipates expanding its
sales  and  marketing effort.  These efforts could significantly increase demand
for  the  Company's  products  beyond the Company's current production capacity.
While the Company believes it can increase its production capacity to meet sales
demands,  additional  capital  will  be required to meet expansion requirements.

                                       F-8

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
     SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED


3.     LIQUIDITY,  CONTINUED
       ---------------------

To  assist  with  funding  its  operations,  the Company's majority stockholders
contributed  additional  paid-in  capital  of  $369,171  and additional loans of
$664,500  during  the  three months ended March 31, 2004. During 2004 and beyond
the  Company  will  require  additional  capital.  Although the current majority
stockholders of the Company have made a verbal commitment, with no guarantee, to
continue to fund the research and development and sales and marketing efforts of
the  Company  in 2004 if alternate financing cannot be obtained, there can be no
assurance  that  any  new  capital  would  be  available  to the Company or that
adequate  funds  for  the  Company's  operations,  whether  from  the  Company's
revenues, financial markets, or other arrangements will be available when needed
or  on  terms  satisfactory to the Company. The failure of the Company to obtain
adequate additional financing may require the Company to delay, curtail or scale
back  some  or all of its research and development programs, sales and marketing
efforts,  and  manufacturing  operations.


4.     PROPERTY AND EQUIPMENT
       ----------------------

Property and equipment, at March 31, 2004, consists of the following:

  Machinery and equipment           $   71,074
  Leasehold improvements               809,708
                                    ----------

                                       880,782
  Less accumulated depreciation        (61,095)
                                    ----------

  Property and equipment, net       $  819,687
                                    ==========


Depreciation expense was $673 and $750 for the three months ended March 31, 2004
and 2003, respectively.  Leasehold improvements of $809,708 represent additions
made in connection with the renovation and possible purchase of a 65,000 square
foot building in Ronkonkoma, New York.


5.     NOTES PAYABLE TO STOCKHOLDERS
       -----------------------------

Notes  payable  to  stockholders  at  March 31, 2004 consisted of the following:

Note  payable  to  a  stockholder  bearing  interest  at  10%  per
  year  with  interest  payments  due  quarterly  and  the  principal
  due  on  demand.  This  note  is  collateralized  by   inventory.    $ 40,000

Note  payable  to  two  stockholders  and  current  employees  of
  the  Company  bearing  interest  at  10%  per  year  with  all
  interest  and  principal  due  June  28,  2004  with  the  option
  to  renew  the  note  for  30  day  periods.  The  note  is  not
  collateralized.                                                        23,400


                                       F-9

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
          SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED


5.     NOTES PAYABLE TO STOCKHOLDERS, CONTINUED
       ----------------------------------------

Note  payable  to  a  stockholder  and  officer/director  of  the
  Company.  There  is  no  formal  note  agreement;  however,  the
  note  bears  interest  at  the  prime  rate  (4%  at  March  31,
  2004)  and  is  due  on demand. The note is not collateralized.       150,000


Note  payable  to  a  stockholder  and  officer/director  of  the
  Company.  There  is  no  formal  note  agreement.  The  note
  bears  no  interest;  however,  interest  is  imputed  at
  the prime  rate  (4% at March 31, 2004) and  the  outstanding principal
  balance   is  due  on  demand.  The  note  is  not  collateralized.   564,500
                                                                        -------

    Total  notes  payable  to  stockholders                          $  777,900
                                                                     ==========


6.     STOCKHOLDERS'  EQUITY
       ---------------------

In  connection  with  the  Company's  recapitalization (See Note 2), the Company
adopted  new  articles  of  incorporation  that  authorized the Company to issue
500,000,000  shares of common stock with a par value of $0.001 per share.  Since
the  Company's  common  stock did not previously have a stated par value, common
stock  for  all  periods presented has been restated to reflect the par value of
$0.001  per  share.

The  Company's  articles  of  incorporation also authorize the issuance of up to
10,000,000  shares  of  preferred  stock  with characteristics determined by the
Company's  board  of directors.  As of March 31, 2004 the Company has not issued
any  preferred  stock.

Effective March 12, 2004 the Company's board of directors approved a six for one
forward  split  of  the  Company's  stock.  As a result, 184,263,395 shares were
issued  to  the stockholders of the Company.  Par value of the stock remained at
$0.001  per  share  and,  accordingly,  $184,263 was transferred from additional
paid-in  capital  to  common stock.  The effect of this stock split was recorded
retroactively  in  the  December  31,  2003  audited  financial  statements and,
accordingly,  all references to the number of common shares and per common share
amounts have been restated to give retroactive effect to the stock split for all
periods  presented  in  these  interim  financial  statements.

     STOCK  OPTIONS
     --------------

The  Company  periodically  issues  incentive  stock  options  to key employees,
officers  and  directors to provide additional incentives to promote the success
of  the  Company's business and to enhance the ability to attract and retain the
services of qualified persons.  The issuance of such options are approved by the
Board  of  Directors.  The  exercise price of an option granted is determined by
the  fair  market  value  of  the  stock  on  the  date  of  grant.


                                      F-10

<PAGE>

                          TRANS MAX TECHNOLOGIES, INC.
          SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED


6.     STOCKHOLDERS'  EQUITY,  CONTINUED
       ---------------------------------

The  Company  has  elected to follow Accounting Principles Board Opinion No. 25,
"Accounting  for Stock Issued to Employees" (APB 25) and related Interpretations
in  accounting  for  its employee stock options because, as discussed below, the
alternative  fair  value  accounting  provided for under FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation",  requires  use of option valuation
models that were not developed for use in valuing employee stock options.  Under
APB  25,  because  the exercise price of the Company's employee stock options is
greater than or equals the fair market value of the underlying stock on the date
of  grant,  no  compensation  expense  has  been  recognized.

Proforma  information regarding net income and earnings per share is required by
Statement  123,  and has been determined as if the Company had accounted for its
employee  stock options under the fair value method of that Statement.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option-pricing  model.  No  options  were  granted  or  vested  in  2002  and,
accordingly, no option-pricing assumptions or proforma disclosures are presented
for  that  year.

The  Black-Scholes  option  valuation  model was developed for use in estimating
fair  value  of  traded options which have no vesting restrictions and are fully
transferable.  In  addition, option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have  characteristics  significantly
different  from  those  of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models  do  not  necessarily  provide a reliable single
measure  of  the  fair  value  of  its  employee  stock  options.

For purposes of proforma disclosures, the estimated fair value of the options is
included  in  expense  over  the  option's  vesting  period  or  expected  life.

As  of  March  31,  2004,  options to purchase 9,000,000 shares of the Company's
common  stock  were  granted to employees with an exercise price of $0.01667 per
share.  These  options vest ratably at different times beginning in May 2004 and
ending  in  2007  and  expire  ten  years  from the date of grant. The Company's
proforma  information  follows:

       Actual  net  income  (loss)                            $(571,254)
                                                               =========

       Proforma  net  income  (loss)                        $  (571,254)
                                                             ===========

       Actual  basic  and  dilutive  net  income  (loss)     $    (0.00)
                                                              ==========

       Proforma  basic  and  dilutive  net  income  (loss)
         per  share                                          $    (0.00)
                                                              ==========

Option  Pricing  Assumptions:

  Dividend yield                                                     0%
  Expected volatility                                              100%
  Risk free interest                                               3.0%
  Expected lives                                               10 years


                                      F-11

<PAGE>


                          TRANS MAX TECHNOLOGIES, INC.
          SELECTED NOTES TO UNAUDITED FINANCIAL STATEMENTS, CONTINUED


6.     STOCKHOLDERS'  EQUITY,  CONTINUED
       ---------------------------------

A summary of the Company's stock option activity and related information for the
three  months  ended  March  31,  2004  follows:

<TABLE>
<CAPTION>



                                   NUMBER OF
                                    SHARES
                                     UNDER   WEIGHTED-AVERAGE
                                    OPTIONS   EXERCISE PRICE
                                   ---------  ---------------
<S>                                <C>        <C>
  Outstanding - December 31, 2003  1,950,000  $       0.01667

  Granted                          7,050,000  $       0.01667
  Exercised                                -                -
  Forfeited during 2004                    -             - __
                                   ---------  ---------------

  Outstanding - March 31, 2004     9,000,000  $       0.01667
                                   =========  ===============

  Exercisable - March 31, 2004             -                -
                                   =========  ===============
</TABLE>



7.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

The  Company  has entered into four notes payable agreements with certain of its
stockholders  (See  Note  5).  Included in accrued expenses at March 31, 2004 is
accrued interest payable to these stockholders of $5,925 related to these notes.
Included  in  interest  expense  for the years ended March 31, 2004 and 2003 was
$9,817  and  $1,151,  respectively,  related  to  these  notes.

The  Company  has  a license agreement with its Chief Scientist for its ignition
system  product  line  whereby  it  has  acquired  all of his rights to patents,
trademarks, technical information and trade secrets through November 30, 2021 by
payment  of  a  yearly  license  fee  of  $1,000.


In November 2003, the Company agreed to provide a $1.5 million line of credit to
provide  products  and  services to Aero Marine Engine, Inc., a company owned by
the majority stockholders of the Company.  Pursuant to the agreement between the
Company  and  Aero Marine Engine, Inc., for every $2 paid to the Company by Aero
Marine  Engine,  Inc.,  the Company will extend $1 of credit, up to a maximum of
$1.5  million  dollars.  As  of March 31, 2004, the Company has not advanced any
money  under  this  agreement.  Aero Marine does not have sufficient funds
to pay the Company in order to receive credit, under this agreement.

At  March  31,  2004  the Company had a receivable from Aero Marine of $218,966.
There  is  a  substantial  doubt  about  the ability of Aero Marine to repay the
Company.  These advances were made in connection with relocating this affiliated
company  to  Ronkonkoma, New York and funding this affiliated company's payroll.

                                      F-12

<PAGE>





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-QSB (this "Form 10-QSB"),
including  statements  under  "Item  1.  Description  of  Business" and "Item 6.
Management's  Discussion  and Analysis", constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1934, as amended, and
the Private Securities Litigation Reform Act of 1995 (collectively,  the "Reform
Act").  Certain, but not necessarily all, of such forward-looking statements can
be  identified by the use of  forward-looking  terminology  such as  "believes",
"expects",  "may",  "will",  "should", or "anticipates", or the negative thereof
or  other  variations  thereon  or  comparable  terminology,  or by  discussions
of  strategy  that  involve  risks  and  uncertainties.  Such  forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual results, performance or achievements of Trans Max
Technologies,  Inc. ("the Company",  "we" or  "us") to be  materially  different
from  any  future  results,  performance   or   achievements   expressed   or
implied   by  such  forward-looking statements.  References in this form 10-QSB,
unless  another  date  is  stated,  are  to  March  31,  2004.

OVERVIEW

The Company has focused on expanding its existing product lines, the development
of  new product lines, the development of new technologies, and streamlining and
increasing  the  production  of  its  existing  product  lines.

NEW  PRODUCTS

Enhancements  to the Plasma Drive Ignition System are ongoing.  Modifications to
the  system  continue  in  order to meet demand for emerging markets such as the
marine and motorcycle industries. Other markets and applications for this system
include street vehicles, high performance automobiles, race cars, scientific and
industrial  equipment,  space  and aviation applications, agricultural machinery
and  vehicles,  as  well  as  clean  burning  fuel  applications.

The Company is also working on reducing the size of the circuitry and the system
overall.  This  miniaturization will improve the marketability of the system and
lessen  the  time  frame  the  company  requires to penetrate these new emerging
markets.

In  March  2004 the Company received two letters of intent for 1,000 units each
From new  customers  in  the  marine  and  motorcycle  industries.  The new
products may not be completed unless the Company receives additional financing
of which there is no guarantee.

MARKETING  STRATEGY

The  Company  will  continue  its current marketing strategy of conducting sales
training  missions  to  its  wholesale  distributors,  continuing to improve and
expand  its  website,  and making postcard mailings to alert distributors to new
product  offerings.  The Company has also intensified its in house sales efforts
and  strengthened  its  position  in  new  markets  through its affiliation with
related  companies.  The  Company  now  provides its warehouse distributors with
compact disks containing information on all of its product offerings in a format
that distributors can use to promote the Company's products in their advertising
and  catalogs.

The  Company  has  attended and been an exhibitor at trade shows in Indianapolis
and  Miami  and  will  attend  other  shows  during year where appropriate.  The
Company  also  has  tested  its  plasma  drive ignition system on the 2003 Crown
Victoria.

The Company's internet site, www.perma-tune.com, continues to be instrumental in
sales  and  providing information regarding its products, applications, ordering
and  contact  information,  as  well  as  technical  support  and  product
specifications.

In February of 2004 the Company was an exhibitor at the Miami International Boat
Show.  During  this  trade  show  the  Company  explored new marketing and sales
opportunities  in  the  marine  industry.  All product lines of the Company were
well  received  by  both boat and marine engine manufacturers.  Special interest
was  taken in the Company's plasma drive ignition system by the high performance
and racing boat manufacturers.  A plasma drive ignition system was outfitted and
tested  by  an  independent  high  performance  engine manufacturer. The results
showed  a substantial increase in horsepower and garnered a product endorsement.
The  positive  show  feedback coupled with the product's performance resulted in
the  Company being awarded second place by the boat show organizers for best new
technology  at  the  show.

MANUFACTURING  OVERVIEW

Management  has prepared for rapid growth. The Company's manufacturing technique
is  flexible because of its modular design and it can respond easily to customer
demand.  Modules  can  be  mass-produced  and  then  assembled  in house to meet
additional  customer  orders.  Production  can  be  increased  and  new products
introduced  readily. Currently the Company is operating at a small percentage of
its  manufacturing  capacity.

The  Company  expects  to begin outsourcing the production of the circuit boards
used  throughout  its  product  lines.  The  circuitry  is  being redesigned and
miniaturized  to  improve the overall marketability and manufacturability of the
product  line.  Outsourcing  will reduce the direct labor hours of manufacturing
the  product  line  and  will reduce the overall cost of goods sold. Outsourcing
will  also  permit  the  Company  to  increase  production  without  hiring more
employees  and  reduce overhead costs by reducing the number of production parts
that  must  be  stocked.

COMPARISON OF OPERATING RESULTS

Three  months  ended March 31, 2004 compared to the three months ended March 31,
2003:

For  the three months ended March 31, 2004 as compared to the three months ended
March 31, 2003 the Company experienced a decrease in gross sales to $60,348 from
$68,536, respectively.

Gross  profit for the three months ended March 31, 2004 as compared to the three
months ended March 31, 2003 decreased to $27,336 from $44,506 respectively. As a
percentage of sales, gross profit decreased for the three months ended March 31,
2004  to  45%  from 65% for the three months ended March 31, 2003. This decrease
was  primarily  due to the hiring of additional technical personnel during 2004.

General  and  administrative  expenses  were  $531,161 and $39,649 for the three
months ended March 31, 2004 and 2003, respectively.  This increase was primarily
due  to  an increase in salaries as a result of the addition of a new management
team  as  well  as  increased  compensation of relocated employees. In addition,
there  was an overall increase in professional fees, rent expense and utilities.

Interest  expense  increased to $9,817 for the three months ended March 31, 2004
from  $1,151  for  the  three  months ended March 31, 2003.  This increase was a
result  of  the  increase  in  the note payable to stockholder balances in 2004.

Research  and  development  expenses  increased  to $57,612 for the three months
ended  March  31, 2004 from $114 for the three months ended March 31, 2003. This
increase  was  due  to  redesigning the circuit boards, new applications for the
Plasma  Drive  Ignition  system,  and  material  and labor costs for prototypes.

LIQUIDITY  AND  CAPITAL  RESOURCES

For  the  three  months  ended  March  31,  2004 and March 31, 2003, the Company
reported a net loss of $(571,254) and a net profit of $3,592, respectively.  The
Company has been dependent on additional capital contributions from shareholders
and  debt  financing to fund its cash requirements, as well as revenues provided
by  the  normal  operations  of  the  electronic  ignition  product  line.

As  of  March  31,  2004  the  Company's cash reserves totaled $39,358 and total
current  assets  were  $152,717.  The Company is continuing production and sales
efforts  as  well as further research and development. Through the first quarter
of  2004,  the  Company  has  no  long-term  commitments  but  expects  to incur
additional  costs  for  research and development and sales and marketing through
the remainder of 2004. These efforts could significantly increase demand for the
Company's  products  beyond  the  Company's  current  production  capacity.

While the Company believes it can increase its production capacity to meet sales
demand,  additional  capital  will  be  required to meet expansion requirements.

Inventory  at  March  31,  2004  was  $54,804.  Other  current assets of $32,830
represents  $18,100  of  security deposits, $10,500 other receivables and $4,230
advanced  to  an employee.  The Company also has a receivable due from a related
party  of  $218,996.  This is due primarily from a company owned by the majority
stockholders  of  the  Company.  These  advances  were  made  in connection with
relocating  this  affiliated  company  to  Ronkonkoma, New York and funding this
affiliate's  payroll.  There currently is no repayment plan for this receivable.

<PAGE>

The Company presently has an outstanding loan payable on demand to Terry Taylor,
a stockholder. Principal balance as of March 31, 2004 is $40,000. The loan bears
an  interest  rate of 10%. Interest is payable quarterly. The loan is secured by
inventory.  The  interest  for  the  quarter  ended March 31, 2004 of $1,000 was
accrued  at  March  31,  2004  and  has  not  yet  been  paid..

The  Company  also presently has an outstanding loan payable on demand to Lonnie
Lenarduzzi  and  Linda  Decker,  stockholders  and  former  directors. Principal
balance  as of March 31, 2004 is $23,400. The loan bears an interest rate of 10%
per  year,  and  is unsecured. The note is due June 28, 2004, with the option to
renew  the  term for additional 30-day periods. Interest in the amount of $1,585
has  been  accrued  as  of  March  31,  2004.

The  Company  also  presently  has  an  outstanding  loan  payable  to  Peter
Mergenthaler,  the Company's Chief Executive Officer as well as a stockholder of
the  Company.  The principal balance as of March 31, 2004 is $564,500.  The loan
bears  no  interest  and  there  currently  is  no  repayment  plan.

The  Company  also presently has an outstanding loan payable to Paul M. Cervino,
the  Company's  Chief Financial Officer as well as a stockholder of the Company.
The principal balance as of March 31, 2004 is $150,000.  The loan bears interest
at  the prime rate (4% at March 31, 2004) and there currently is no repayment
plan.

The  Company's  working  capital  ratio  is  .16  at  March  31,  2004.

As  of  March  31,  2004,  the  Company had accounts payable of $56,442, accrued
expenses  of  $115,258  and notes payable to stockholders of $777,900, as stated
above.

The  Company's  inventory  turnover  ratio is .62 for the first quarter of 2004.

As  of March 31, 2004 the Company had property and equipment, net of accumulated
depreciation  of $819,687.  The total in 2004 is primarily a result of additions
to  leasehold  improvements  in  connection  with  the  renovation  and possible
purchase  of  a  65,000  square  foot  building  in  Ronkonkoma,  New  York.

The  former  shareholders  of  Trans Max, who have become the Company's majority
stockholders,  contributed  additional  paid-in  capital  of $369,171 during the
quarter  ended  March  31, 2004, and the Company may require additional capital.
There can be no assurance that any new capital would be available to the Company
or  that adequate funds for the Company's operations, whether from the Company's
revenues, financial markets, or other arrangements will be available when needed
or  on  terms  satisfactory  to  the  Company. Although the Company has a verbal
commitment,  with  no  guarantee,  from  its  current  majority  shareholders to
continue  funding  its operations, the failure of the Company to obtain adequate
additional  financing  may  require  the Company to delay, curtail or scale back
some  or  all  of  its  research  and  development programs, sales and marketing
efforts,  and  manufacturing  operations.  Any  additional financing may involve
dilution  to  the  Company's  then-existing  shareholders.

Although  the  Company anticipates its majority stockholders to continue to fund
its  short-term  operations,  without  additional capital or debt financing, the
Company  does not believe it can operate at its current level without additional
funding.  The  Company  is  currently  dependent  on  receiving funding from its
majority  shareholders.  If  funding were to stop or the Company could not raise
additional  capital, the Company would not be able to continue operations beyond
its  current  pay  cycle.


<PAGE>


CRITICAL ACCOUNTING POLICIES

We  believe  that of the significant accounting policies used in the preparation
of  our  financial  statements,  the following are critical accounting policies,
which  may  involve  a  higher  degree  of  judgment,  complexity and estimates.

MANAGEMENT  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  at the date of the financial statements and the reported amounts of
revenue  and  expenses during the reporting period.  Actual results could differ
from  those  estimates.

REVENUE  RECOGNITION

The  Company  recognizes  revenue  when  persuasive  evidence  of an arrangement
exists,  delivery  has  occurred,  the  sales price is fixed or determinable and
collectibility  is  probable.  Generally,  these  criteria  are  met at the time
product  is  shipped.  The  Company  provides  for the estimated cost of product
warranties  upon  shipment.  The  Company  has a no return policy and has had no
returns in the last two years.  Shipping and handling costs are included in cost
of  goods  sold.


RESEARCH  AND  DEVELOPMENT

Research  and  development  activities are expensed as incurred, including costs
relating  to  patents  or  rights  which  may  result  from  such  expenditures.

STOCK-BASED  COMPENSATION

Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
("SFAS  No.  123")  established financial accounting and reporting standards for
stock-based  employee  compensation plans.  It defined a fair value based method
of  accounting  for  an  employee  stock option or similar equity instrument and
encouraged  all  entities  to  adopt  that method of accounting for all of their
employee  stock  compensation plans and include the cost in the income statement
as  compensation  expense.  However,  it  also  allows  an entity to continue to
measure compensation cost for those plans using the intrinsic value based method
of  accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees".  The  Company  accounts  for
compensation  cost for stock option plans in accordance with APB Opinion No. 25.

<PAGE>

LOSS  PER  SHARE

Basic  and  diluted  loss  per  share  is  computed on the basis of the weighted
average number of shares of common stock outstanding during each period.  Common
equivalent  shares  from common stock options and warrants are excluded from the
computation  as  their  effect  would  dilute the loss per share for all periods
presented.

RECAPITALIZATION

On  July  21,  2003,  the Registrant acquired 100% of the issued and outstanding
shares  of Trans Max Technologies, Inc., a Florida corporation, ("Trans Max") in
exchange  for  15,177,300  shares  of the Registrant's common stock.  This share
exchange  is  stated at pre two for one and six for one split's.  As a result of
the  acquisition  of  Trans  Max,  the  control of the Registrant shifted to the
former  shareholders  of  Trans  Max.

<PAGE>

Following  the  Share  Exchange there were 17,500,000 shares of the Registrant's
common  stock outstanding.  The change in control was reported via a Form 8-K in
August,2003.  The  business  of  Perma-Tune  Electronics,  Inc.  will remain the
business  of  the  Registrant.

As  a  result  of  the acquisition of Trans Max, the Registrant changed its name
from  Perma-Tune Electronics, Inc. to Trans Max Technologies, Inc.  In addition,
Lonnie  Lenarduzzi  resigned  as  the  Registrant's  President,  Chief Executive
Officer  and  Director,  Linda  Decker  resigned  as  Secretary, Chief Financial
Officer,  and  Director  and the following persons resigned as directors: Larrie
Lenarduzzi,  Wayne  Robertson,  and  Harold "Red" Smith.  Peter Mergenthaler was
appointed as director and the Chief Executive Officer.  Paul M. Cervino has been
appointed  as  the  Chief  Financial  Officer  of  the  Company.

FORWARD  SPLIT

On  March  12,  2004, in connection with a six for one forward split the company
issued  184,260,395  shares of common stock.  The following individuals exercise
control  of the Registrant with the forward spilt reflected in each individual's
number of  shares.

<TABLE>
<CAPTION>


     Name                    No.  of  shares                    Percentage
     ----                    ---------------                    ----------
<S>                            <C>                                    <C>
Colonel Robert Fyn             63,744,660                          28.8%
Murray H. Stark                63,744,660                          28.8%
Peter Mergenthaler             27,319,140                          12.4%
Garth S. Bailey                27,319,140                          12.4%
</TABLE>


ITEM  5.  -  Certain  Relationships  and  Related  Transactions

Robert  E.  Fyn,  Murray  H.  Stark,  Garth S. Bailey and Peter Mergenthaler own
majority  control of Aero Marine Engine, Inc. as well as majority control of the
Registrant.  Messrs.  Fyn  and  Stark  each own approximately 26% of Aero Marine
Engine,  Inc.  and Messrs. Bailey and Mergenthaler own approximately 13% of Aero
Marine  Engine,  Inc.

In November 2003, the Company agreed to provide a $1.5 million line of credit to
provide  products  and  services  to  Aero  Marine  Engine, Inc. Pursuant to the
agreement between the Company and Aero Marine Engine, Inc., for every $2 paid to
the  Company  by Aero Marine Engine, Inc., the Company will extend $1 of credit,
up  to  a  maximum  of  $1.5  million  dollars.  The Company's current financial
position  makes  it  unlikely  that  it would be able to extend credit under the
agreement.

Lonnie  Lenarduzzi  has  entered  into  a  Licensing Agreement to license to the
Company  all  technology  developed  by  him  for $1,000 per year. The Licensing
Agreement  was  entered  into  on  November 30, 1996 and has a term of 25 years,
extending  to  November  30,  2021.

The  Company  has  relocated to a temporary location with a month to month lease
while  renovating  and  possibly  purchasing  a  65,000  square foot building in
Ronkonkoma,  New York. The Company is leasing the space from Advance Micro Power
Corporation  who has signed a Letter of Intent to be acquired by the Company. It
is anticipated that the acquisition will be finalized within 90 days, subject to
the  ability  of  the  Company  to  receive  financing.

Advance  Micro  Power  (AMP)  designs  and produces miniature electronic circuit
boards.  AMP's  customer  base  includes  companies  in the medical, industrial,
defense,  and  telecommunication  industries. AMP also functions as a technology
incubator  for  small  high  tech  entrepreneurs.

ITEM 6. -  EXHIBITS AND REPORTS ON FORM 8-K

a)     Exhibits

     Exhibit No.     Description

      3.2     Bylaws

     31.1     Certification  of  Chief  Executive  Officer  pursuant  to
              Section  302  of  the  Sarbanes-Oxley  Act  of  2002

     31.2     Certification  of  Chief  Financial  Officer  pursuant  Section
              302  of  the  Sarbanes-Oxley  Act  of  2002

     32.1     Certification  of  Chief  Executive  Officer  pursuant  to
              Section  906  of  the  Sarbanes-Oxley  Act  of  2002

     32.2     Certification  of  Chief  Financial  Officer
              pursuant  to  Section  906  of  the  Sarbanes-
              Oxley  Act  of  2002

<PAGE>

                                    SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Trans Max Technologies, Inc.

Date: May 24, 2004
By: /s/ Peter Mergenthaler
        ------------------
    Peter Mergenthaler
    Chief Executive Officer


<PAGE>

                                  EXHIBIT 3.2



                                     BYLAWS
                                       OF
                          TRANS MAX TECHNOLOGIES, INC.
                              A NEVADA CORPORATION

                                   ARTICLE 1.

                                  DEFINITIONS

1.1     Definitions.  Unless the context clearly requires otherwise, in these
        -----------
Bylaws:

(a)  "Board"  means  the  board  of  directors  of  the  Company.

(b)  "Bylaws" means these bylaws as adopted by the Board and includes amendments
     subsequently  adopted  by  the  Board  or  by  the  Stockholders.

(c)  "Articles  of  Incorporation"  means the Articles of Incorporation of Trans
     Max  Technologies,  Inc., as filed with the Secretary of State of the State
     of  Nevada  and  includes  all  amendments thereto and restatements thereof
     subsequently  filed.

(d)  "Company"  means  Trans  Max  Technologies,  Inc.,  a  Nevada  corporation.

(e)  "Section"  refers  to  sections  of  these  Bylaws.

(f)  "Stockholder"  means  stockholders  of  record  of  the  Company.

1.2     Offices.  The title of an office refers to the person or persons who at
        -------
any given time perform the duties of that particular office for the Company.

                                   ARTICLE 2.

                                    OFFICES

2.1     Principal Office.  The Company may locate its principal office within or
        ----------------
without the state of incorporation as the Board may determine.

<PAGE>

2.2     Registered Office.  The registered office of the Company required by law
        -----------------
to be maintained in the state of incorporation may be, but need not be, the same
as the principal place of business of the Company.  The Board may change the
address of the registered office from time to time.

2.3     Other Offices.  The Company may have offices at such other places,
        -------------
either within or without the state of incorporation, as the Board may designate
or as the business of the Company may require from time to time.

                                   ARTICLE 3.

                            MEETINGS OF STOCKHOLDERS

3.1     Annual Meetings.  The Stockholders of the Company shall hold their
        ---------------
annual meetings for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings at such time, date
and place as the Board shall determine by resolution.

3.2     Special Meetings.  The Board, the Chairman of the Board, the President
        ----------------
or a committee of the Board duly designated and whose powers and authority
include the power to call meetings may call special meetings of the Stockholders
of the Company at any time for any purpose or purposes.  Special meetings of the
Stockholders of the Company may also be called by the holders of at least 30% of
all shares entitled to vote at the proposed special meeting.

3.3     Place of Meetings.  The Stockholders shall hold all meetings at such
        -----------------
places, within or without the State of Nevada, as the Board or a committee of
the Board shall specify in the notice or waiver of notice for such meetings.

<PAGE>

3.4     Notice of Meetings.  Except as otherwise required by law, the Board or a
        ------------------
committee of the Board shall give notice of each meeting of Stockholders,
whether annual or special, not less than 10 nor more than 50 days before the
date of the meeting.  The Board or a committee of the Board shall deliver a
notice to each Stockholder entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him personally, or by depositing such
notice in the United States mail, in a postage prepaid envelope, directed to him
at his address as it appears on the records of the Company, or by transmitting a
notice thereof to him at such address by telegraph, telecopy, cable or wireless.
If mailed, notice is given on the date deposited in the United States mail,
postage prepaid, directed to the Stockholder at his address as it appears on the
records of the Company.  An affidavit of the Secretary or an Assistant Secretary
or of the Transfer Agent of the Company that he has given notice shall
constitute, in the absence of fraud, prima facie evidence of the facts stated
therein.

     Every notice of a meeting of the Stockholders shall state the place, date
and hour of the meeting and, in the case of a special meeting, also shall state
the purpose or purposes of the meeting.  Furthermore, if the Company will
maintain the list at a place other than where the meeting will take place, every
notice of a meeting of the Stockholders shall specify where the Company will
maintain the list of Stockholders entitled to vote at the meeting.

3.5     Stockholder Notice.  Subject to the Articles of Incorporation, the
        ------------------
Stockholders who intend to nominate persons to the Board of Directors or propose
any other action at an annual meeting of Stockholders must timely notify the
Secretary of the Company of such intent.  To be timely, a Stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 50 days nor more than 90 days prior to the date of
such meeting; provided, however, that in the event that less than 75 days'
notice of the date of the meeting is given or made to Stockholders, notice by
the Stockholder to be timely must be received not later than the close of
business on the 15th day following the date on which such notice of the date of
the annual meeting was mailed.  Such notice must be in writing and must include
a (i) a brief description of the business desired to the brought before the
annual meeting and the reasons for conducting such business at the meeting; (ii)
the name and record address of the Stockholder proposing such business; (iii)
the class, series and number of shares of capital stock of the Company which are
beneficially owned by the Stockholder; and (iv) any material interest of the
Stockholder in such business.  The Board of Directors reserves the right to
refuse to submit any such proposal to stockholders at an annual meeting if, in
its judgment, the information provided in the notice is inaccurate or
incomplete.

<PAGE>

3.6     Waiver of Notice.  Whenever these Bylaws require written notice, a
        ----------------
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall constitute the equivalent of notice.
Attendance of a person at any meeting shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.  No written
waiver of notice need specify either the business to be transacted at, or the
purpose or purposes of any regular or special meeting of the Stockholders,
directors or members of a committee of the Board.

3.7     Adjournment of Meeting.  When the Stockholders adjourn a meeting to
        ----------------------
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Stockholders may transact any business
which they may have transacted at the original meeting.  If the adjournment is
for more than 30 days or, if after the adjournment, the Board or a committee of
the Board fixes a new record date for the adjourned meeting, the Board or a
committee of the Board shall give notice of the adjourned meeting to each
Stockholder of record entitled to vote at the meeting.

<PAGE>

3.8     Quorum.  Except as otherwise required by law, the holders of a majority
        ------
of all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes at any meeting of
the Stockholders.  In the absence of a quorum at any meeting or any adjournment
thereof, the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, or, in the absence therefrom of all the
Stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting to another place, date or time.

          If the chairman of the meeting gives notice of any adjourned special
meeting of Stockholders to all Stockholders entitled to vote thereat, stating
that the minimum percentage of stockholders for a quorum as provided by Nevada
law shall constitute a quorum, then, except as otherwise required by law, that
percentage at such adjourned meeting shall constitute a quorum and a majority of
the votes cast at such meeting shall determine all matters.

3.9     Organization.  Such person as the Board may have designated or, in the
        ------------
absence of such a person, the highest ranking officer of the Company who is
present shall call to order any meeting of the Stockholders, determine the
presence of a quorum, and act as chairman of the meeting.  In the absence of the
Secretary or an Assistant Secretary of the Company, the chairman shall appoint
someone to act as the secretary of the meeting.

3.10     Conduct of Business.  The chairman of any meeting of Stockholders shall
         -------------------
determine the order of business and the procedure at the meeting, including such
regulations of the manner of voting and the conduct of discussion as he deems in
order.

<PAGE>

3.11     List of Stockholders.  At least 10 days before every meeting of
         --------------------
Stockholders, the Secretary shall prepare a list of the Stockholders entitled to
vote at the meeting or any adjournment thereof, arranged in alphabetical order,
showing the address of each Stockholder and the number of shares registered in
the name of each Stockholder.  The Company shall make the list available for
examination by any Stockholder for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting will take place or at the
place designated in the notice of the meeting.

          The Secretary shall produce and keep the list at the time and place of
the meeting during the entire duration of the meeting, and any Stockholder who
is present may inspect the list at the meeting.  The list shall constitute
presumptive proof of the identity of the Stockholders entitled to vote at the
meeting and the number of shares each Stockholder holds.

          A determination of Stockholders entitled to vote at any meeting of
Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12     Fixing of Record Date.  For the purpose of determining Stockholders
         ---------------------
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or Stockholders entitled to receive payment of any
dividend, or in order to make a determination of Stockholders for any other
proper purpose, the Board or a committee of the Board may fix in advance a date
as the record date for any such determination of Stockholders.  However, the
Board shall not fix such date, in any case, more than 60 days nor less than 10
days prior to the date of the particular action.

          If the Board or a committee of the Board does not fix a record date
for the determination of Stockholders entitled to notice of or to vote at a
meeting of Stockholders, the record date shall be at the close of business on
the day next preceding the day on which notice is given or if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held or the date on which the Board adopts the resolution declaring a
dividend.

<PAGE>

3.13     Voting of Shares.  Each Stockholder shall have one vote for every share
         ----------------
of stock having voting rights registered in his name on the record date for the
meeting.  The Company shall not have the right to vote treasury stock of the
Company, nor shall another corporation have the right to vote its stock of the
Company if the Company holds, directly or indirectly, a majority of the shares
entitled to vote in the election of directors of such other corporation.
Persons holding stock of the Company in a fiduciary capacity shall have the
right to vote such stock.  Persons who have pledged their stock of the Company
shall have the right to vote such stock unless in the transfer on the books of
the Company the pledgor expressly empowered the pledgee to vote such stock.  In
that event, only the pledgee, or his proxy, may represent such stock and vote
thereon.

          A plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
elections and, except when the law or Articles of Incorporation requires
otherwise, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
other matters.

          Where a separate vote by a class or classes is required, a majority of
the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.

          The Stockholders may vote by voice vote on all matters.  Upon demand
by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by
ballot.  In that event, each ballot shall state the name of the Stockholder or
proxy voting, the number of shares voted and such other information as the
Company may require under the procedure established for the meeting.

<PAGE>

3.14     Inspectors.  At any meeting in which the Stockholders vote by ballot,
         ----------
the chairman may appoint one or more inspectors.  Each inspector shall take and
sign an oath to execute the duties of inspector at such meeting faithfully, with
strict impartiality, and according to the best of his ability.  The inspectors
shall ascertain the number of shares outstanding and the voting power of each;
determine the shares represented at a meeting and the validity of proxies and
ballots; count all votes and ballots; determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors; and certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.  The
certification required herein shall take the form of a subscribed, written
report prepared by the inspectors and delivered to the Secretary of the Company.
An inspector need not be a Stockholder of the Company, and any officer of the
Company may be an inspector on any question other than a vote for or against a
proposal in which he has a material interest.

3.15     Proxies.  A Stockholder may exercise any voting rights in person or by
         -------
his proxy appointed by an instrument in writing, which he or his authorized
attorney-in-fact has subscribed and which the proxy has delivered to the
secretary of the meeting pursuant to the manner prescribed by law.

          A proxy is not valid after the expiration of 13 months after the date
of its execution, unless the person executing it specifies thereon the length of
time for which it is to continue in force (which length may exceed 12 months) or
limits its use to a particular meeting.  Each proxy is irrevocable if it
expressly states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power.

          The attendance at any meeting of a Stockholder who previously has
given a proxy shall not have the effect of revoking the same unless he notifies
the Secretary in writing prior to the voting of the proxy.

<PAGE>

3.16     Action by Consent.  Any action required to be taken at any annual or
         -----------------
special meeting of stockholders of the Company or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Company by delivery to its registered office, its principal place of business,
or an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to the
Company's registered office shall be by hand or by certified or registered mail,
return receipt requested.

          Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 50 days of the
earliest dated consent delivered in the manner required by this section to the
Company, written consents signed by a sufficient number of holders to take
action are delivered to the Company by delivery to its registered office, its
principal place of business or an officer or agent of the Company having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Company's registered office shall be by hand or by
certified or registered mail, return receipt requested.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

<PAGE>

                                   ARTICLE 4.

                               BOARD OF DIRECTORS

4.1     General Powers.  The Board shall manage the property, business and
        --------------
affairs of the Company.

4.2     Number.  The number of directors who shall constitute the Board shall
        ------
equal not less than 1 nor more than 10, as the Board or majority stockholders
may determine by resolution from time to time.

4.3     Election of Directors and Term of Office.  The Stockholders of the
        ----------------------------------------
Company shall elect the directors at the annual or adjourned annual meeting
(except as otherwise provided herein for the filling of vacancies).  Each
director shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and qualified.

4.4     Resignations. Any director of the Company may resign at any time by
        ------------
giving written notice to the Board or to the Secretary of the Company.  Any
resignation shall take effect upon receipt or at the time specified in the
notice.  Unless the notice specifies otherwise, the effectiveness of the
resignation shall not depend upon its acceptance.

4.5     Removal. Stockholders holding 2/3 of the outstanding shares entitled to
        -------
vote at an election of directors may remove any director or the entire Board of
Directors at any time, with or without cause.

<PAGE>

4.6     Vacancies. Any vacancy on the Board, whether because of death,
        ---------
resignation, disqualification, an increase in the number of directors, or any
other cause may be filled by a majority of the remaining directors, a sole
remaining director, or the majority stockholders.  Any director elected to fill
a vacancy shall hold office until his death, resignation, retirement, removal,
or disqualification, or until his successor shall have been elected and
qualified.

4.7     Chairman of the Board.  At the initial and annual meeting of the Board,
        ---------------------
the directors may elect from their number a Chairman of the Board of Directors.
The Chairman shall preside at all meetings of the Board and shall perform such
other duties as the Board may direct. The Board also may elect a Vice Chairman
and other officers of the Board, with such powers and duties as the Board may
designate from time to time.

4.8     Compensation. The Board may compensate directors for their services and
        ------------
may provide for the payment of all expenses the directors incur by attending
meetings of the Board or otherwise.

<PAGE>

                                   ARTICLE 5.

                              MEETINGS OF DIRECTORS

5.1     Regular Meetings.  The Board may hold regular meetings at such places,
        ----------------
dates and times as the Board shall establish by resolution.  If any day fixed
for a meeting falls on a legal holiday, the Board shall hold the meeting at the
same place and time on the next succeeding business day.  The Board need not
give notice of regular meetings.

5.2     Place of Meetings.  The Board may hold any of its meetings in or out of
        -----------------
the State of Nevada, at such places as the Board may designate, at such places
as the notice or waiver of notice of any such meeting may designate, or at such
places as the persons calling the meeting may designate.

5.3     Meetings by Telecommunications.  The Board or any committee of the Board
        ------------------------------
may hold meetings by means of conference telephone or similar telecommunications
equipment that enable all persons participating in the meeting to hear each
other.  Such participation shall constitute presence in person at such meeting.

5.4     Special Meetings.  The Chairman of the Board, the President, or one-half
        ----------------
of the directors then in office may call a special meeting of the Board.  The
person or persons authorized to call special meetings of the Board may fix any
place, either in or out of the State of Nevada as the place for the meeting.

5.5     Notice of Special Meetings. The person or persons calling a special
        --------------------------
meeting of the Board shall give written notice to each director of the time,
place, date and purpose of the meeting of not less than three business days if
by mail and not less than 24 hours if by telegraph or in person before the date
of the meeting.  If mailed, notice is given on the date deposited in the United
States mail, postage prepaid, to such director.  A director may waive notice of
any special meeting, and any meeting shall constitute a legal meeting without
notice if all the directors are present or if those not present sign either
before or after the meeting a written waiver of notice, a consent to such
meeting, or an approval of the minutes of the meeting.  A notice or waiver of
notice need not specify the purposes of the meeting or the business which the
Board will transact at the meeting.

<PAGE>

5.6     Waiver by Presence.  Except when expressly for the purpose of objecting
        ------------------
to the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.

5.7     Quorum.  A majority of the directors then in office shall constitute a
        ------
quorum for all purposes at any meeting of the Board.  In the absence of a
quorum, a majority of directors present at any meeting may adjourn the meeting
to another place, date or time without further notice.  No proxies shall be
given by directors to any person for purposes of voting or establishing a quorum
at a directors meetings.

5.8     Conduct of Business.  The Board shall transact business in such order
        -------------------
and manner as the Board may determine. Except as the law requires otherwise, the
Board shall determine all matters by the vote of a majority of the directors
present at a meeting at which a quorum is present.  The directors shall act as a
Board, and the individual directors shall have no power as such.

5.9     Action by Consent.  The Board or a committee of the Board may take any
        -----------------
required or permitted action without a meeting if all members of the Board or
committee consent thereto in writing and file such consent with the minutes of
the proceedings of the Board or committee.

<PAGE>

                                   ARTICLE 6.

                                   COMMITTEES

6.1     Committees of the Board.  The Board may designate, by a vote of a
        -----------------------
majority of the directors then in office, committees of the Board.  The
committees shall serve at the pleasure of the Board and shall possess such
lawfully delegable powers and duties as the Board may confer.

6.2     Selection of Committee Members.  The Board shall elect by a vote of a
        ------------------------------
majority of the directors then in office a director or directors to serve as the
member or members of a committee.  By the same vote, the Board may designate
other directors as alternate members who may replace any absent or disqualified
member at any meeting of a committee.  In the absence or disqualification of any
member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may appoint by unanimous
vote another member of the Board to act at the meeting in the place of the
absent or disqualified member.

6.3     Conduct of Business.  Each committee may determine the procedural rules
        -------------------
for meeting and conducting its business and shall act in accordance therewith,
except as the law or these Bylaws require otherwise.  Each committee shall make
adequate provision for notice of all meetings to members.  A majority of the
members of the committee shall constitute a quorum, unless the committee
consists of one or two members.  In that event, one member shall constitute a
quorum.  A majority vote of the members present shall determine all matters.  A
committee may take action without a meeting if all the members of the committee
consent in writing and file the consent or consents with the minutes of the
proceedings of the committee.

6.4     Authority.  Any committee, to the extent the Board provides, shall have
        ---------
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Company, and may authorize the affixation of the
Company's seal to all instruments which may require or permit it.  However, no
committee shall have any power or authority with regard to amending the Articles
of Incorporation, adopting an agreement of merger or consolidation, recommending
to the Stockholders the sale, lease or exchange of all or substantially all of
the Company's property and assets, recommending to the Stockholders a
dissolution of the Company or a revocation of a dissolution of the Company, or
amending these Bylaws of the Company.  Unless a resolution of the Board
expressly provides, no committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger.

6.5     Minutes. Each committee shall keep regular minutes of its proceedings
        -------
and report the same to the Board when required.

                                   ARTICLE 7.

                                    OFFICERS

7.1     Officers of the Company.  The officers of the Company shall consist of a
        -----------------------
President, a Secretary and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers as the Board may designate and elect
from time to time.  The same person may hold at the same time any two or more
offices.

7.2     Election and Term. The Board shall elect the officers of the Company.
        -----------------
Each officer shall hold office until his death, resignation, retirement, removal
or disqualification, or until his successor shall have been elected and
qualified.

<PAGE>

7.3     Compensation of Officers.  The Board shall fix the compensation of all
        ------------------------
officers of the Company.  No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the additional
compensation.

7.4     Removal of Officers and Agents.  The Board may remove any officer or
        ------------------------------
agent it has elected or appointed at any time, with or without cause.

7.5     Resignation of Officers and Agents.  Any officer or agent the Board has
        ----------------------------------
elected or appointed may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President, or the Secretary of the
Company.  Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified.  Unless otherwise specified in the
notice, the Board need not accept the resignation to make it effective.

7.6     Bond.  The Board may require by resolution any officer, agent, or
        ----
employee of the Company to give bond to the Company, with sufficient sureties
conditioned on the faithful performance of the duties of his respective office
or agency. The Board also may require by resolution any officer, agent or
employee to comply with such other conditions as the Board may require from time
to time.

7.7     President.  The President shall be the chief operating officer of the
        ---------
Company and, subject to the Board's control, shall supervise and direct all of
the business and affairs of the Company.  When present, he shall sign (with or
without the Secretary, an Assistant Secretary, or any other officer or agent of
the Company which the Board has authorized) deeds, mortgages, bonds, contracts
or other instruments which the Board has authorized an officer or agent of the
Company to execute.  However, the President shall not sign any instrument which
the law, these Bylaws, or the Board expressly require some other officer or
agent of the Company to sign and execute.  In general, the President shall
perform all duties incident to the office of President and such other duties as
the Board may prescribe from time to time.

<PAGE>

7.8     Vice Presidents.  In the absence of the President or in the event of his
        ---------------
death, inability or refusal to act, the Vice Presidents in the order of their
length of service as Vice Presidents, unless the Board determines otherwise,
shall perform the duties of the President.  When acting as the President, a Vice
President shall have all the powers and restrictions of the Presidency.  A Vice
President shall perform such other duties as the President or the Board may
assign to him from time to time.

7.9     Secretary.  The Secretary shall (a) keep the minutes of the meetings of
        ---------
the Stockholders and of the Board in one or more books for that purpose, (b)
give all notices which these Bylaws or the law requires, (c) serve as custodian
of the records and seal of the Company, (d) affix the seal of the corporation to
all documents which the Board has authorized execution on behalf of the Company
under seal, (e) maintain a register of the address of each Stockholder of the
Company, (f) sign, with the President, a Vice President, or any other officer or
agent of the Company which the Board has authorized, certificates for shares of
the Company, (g) have charge of the stock transfer books of the Company, and (h)
perform all duties which the President or the Board may assign to him from time
to time.

7.10     Assistant Secretaries.  In the absence of the Secretary or in the event
         ---------------------
of his death, inability or refusal to act, the Assistant Secretaries in the
order of their length of service as Assistant Secretary, unless the Board
determines otherwise, shall perform the duties of the Secretary.  When acting as
the Secretary, an Assistant Secretary shall have the powers and restrictions of
the Secretary.  An Assistant Secretary shall perform such other duties as the
President, Secretary or Board may assign from time to time.

<PAGE>

7.11     Treasurer. The Treasurer shall (a) have responsibility for all funds
         ---------
and securities of the Company, (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, (c) deposit all moneys in
the name of the Company in depositories which the Board selects, and (d) perform
all of the duties which the President or the Board may assign to him from time
to time.

7.12     Assistant Treasurers.  In the absence of the Treasurer or in the event
         --------------------
of his death, inability or refusal to act, the Assistant Treasurers in the order
of their length of service as Assistant Treasurer, unless the Board determines
otherwise, shall perform the duties of the Treasurer.  When acting as the
Treasurer, an Assistant Treasurer shall have the powers and restrictions of the
Treasurer.  An Assistant Treasurer shall perform such other duties as the
Treasurer, the President, or the Board may assign to him from time to time.

7.13     Delegation of Authority. Notwithstanding any provision of these Bylaws
         -----------------------
to the contrary, the Board may delegate the powers or duties of any officer to
any other officer or agent.

7.14     Action with Respect to Securities of Other Corporations.  Unless the
         -------------------------------------------------------
Board directs otherwise, the President shall have the power to vote and
otherwise act on behalf of the Company, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which the Company holds securities.  Furthermore, unless the
Board directs otherwise, the President shall exercise any and all rights and
powers which the Company possesses by reason of its ownership of securities in
another corporation.

<PAGE>

7.15     Vacancies.  The Board may fill any vacancy in any office because of
         ---------
death, resignation, removal, disqualification or any other cause in the manner
which these Bylaws prescribe for the regular appointment to such office.

                                   ARTICLE 8.

                            CONTRACTS, LOANS, DRAFTS,
                              DEPOSITS AND ACCOUNTS

8.1     Contracts.  The Board may authorize any officer or officers, agent or
        ---------
agents, to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Company.  The Board may make such authorization
general or special.

8.2     Loans.  Unless the Board has authorized such action, no officer or agent
        -----
of the Company shall contract for a loan on behalf of the Company or issue any
evidence of indebtedness in the Company's name.

8.3     Drafts.  The President, any Vice President, the Treasurer, any Assistant
        ------
Treasurer, and such other persons as the Board shall determine shall issue all
checks, drafts and other orders for the payment of money, notes and other
evidences of indebtedness issued in the name of or payable by the Company.

8.4     Deposits.  The Treasurer shall deposit all funds of the Company not
        --------
otherwise employed in such banks, trust companies, or other depositories as the
Board may select or as any officer, assistant, agent or attorney of the Company
to whom the Board has delegated such power may select.  For the purpose of
deposit and collection for the account of the Company, the President or the
Treasurer (or any other officer, assistant, agent or attorney of the Company
whom the Board has authorized) may endorse, assign and deliver checks, drafts
and other orders for the payment of money payable to the order of the Company.

8.5     General and Special Bank Accounts.  The Board may authorize the opening
        ---------------------------------
and keeping of general and special bank accounts with such banks, trust
companies, or other depositories as the Board may select or as any officer,
assistant, agent or attorney of the Company to whom the Board has delegated such
power may select.  The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.

<PAGE>

                                   ARTICLE 9.

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1     Certificates for Shares.  Every owner of stock of the Company shall have
        -----------------------
the right to receive a certificate or certificates, certifying to the number and
class of shares of the stock of the Company which he owns.  The Board shall
determine the form of the certificates for the shares of stock of the Company.
The Secretary, transfer agent, or registrar of the Company shall number the
certificates representing shares of the stock of the Company in the order in
which the Company issues them.  The President or any Vice President and the
Secretary or any Assistant Secretary shall sign the certificates in the name of
the Company.  Any or all certificates may contain facsimile signatures.  In case
any officer, transfer agent, or registrar who has signed a certificate, or whose
facsimile signature appears on a certificate, ceases to serve as such officer,
transfer agent, or registrar before the Company issues the certificate, the
Company may issue the certificate with the same effect as though the person who
signed such certificate, or whose facsimile signature appears on the
certificate, was such officer, transfer agent, or registrar at the date of
issue.  The Secretary, transfer agent, or registrar of the Company shall keep a
record in the stock transfer books of the Company of the names of the persons,
firms or corporations owning the stock represented by the certificates, the
number and class of shares represented by the certificates and the dates thereof
and, in the case of cancellation, the dates of cancellation.  The Secretary,
transfer agent, or registrar of the Company shall cancel every certificate
surrendered to the Company for exchange or transfer.  Except in the case of a
lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent,
or registrar of the Company shall not issue a new certificate in exchange for an
existing certificate until he has canceled the existing certificate.

<PAGE>

9.2     Transfer of Shares.  A holder of record of shares of the Company's
        ------------------
stock, or his attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary, transfer agent or registrar of the Company, may
transfer his shares only on the stock transfer books of the Company.  Such
person shall furnish to the Secretary, transfer agent, or registrar of the
Company proper evidence of his authority to make the transfer and shall properly
endorse and surrender for cancellation his existing certificate or certificates
for such shares.  Whenever a holder of record of shares of the Company's stock
makes a transfer of shares for collateral security, the Secretary, transfer
agent, or registrar of the Company shall state such fact in the entry of
transfer if the transferor and the transferee request.

9.3     Lost Certificates.  The Board may direct the Secretary, transfer agent,
        -----------------
or registrar of the Company to issue a new certificate to any holder of record
of shares of the Company's stock claiming that he has lost such certificate, or
that someone has stolen, destroyed or mutilated such certificate, upon the
receipt of an affidavit from such holder to such fact.  When authorizing the
issue of a new certificate, the Board, in its discretion may require as a
condition precedent to the issuance that the owner of such certificate give the
Company a bond of indemnity in such form and amount as the Board may direct.

9.4     Regulations.  The Board may make such rules and regulations, not
        -----------
inconsistent with these Bylaws, as it deems expedient concerning the issue,
transfer and registration of certificates for shares of the stock of the
corporation.  The Board may appoint or authorize any officer or officers to
appoint one or more transfer agents, or one or more registrars, and may require
all certificates for stock to bear the signature or signatures of any of them.

<PAGE>

9.5     Holder of Record.  The Company may treat as absolute owners of shares
        ----------------
the person in whose name the shares stand of record as if that person had full
competency, capacity and authority to exercise all rights of ownership, despite
any knowledge or notice to the contrary or any description indicating a
representative, pledge or other fiduciary relation, or any reference to any
other instrument or to the rights of any other person appearing upon its record
or upon the share certificate.  However, the Company may treat any person
furnishing proof of his appointment as a fiduciary as if he were the holder of
record of the shares.

9.6     Treasury Shares.  Treasury shares of the Company shall consist of shares
        ---------------
which the Company has issued and thereafter acquired but not canceled.  Treasury
shares shall not carry voting or dividend rights.

                                   ARTICLE 10.

                                INDEMNIFICATION

10.1     Definitions.  In this Article:
         -----------

(a)  "Indemnitee" means (i) any present or former Director, advisory director or
     officer of the Company, (ii) any person who while serving in any of the
     capacities referred to in clause (i) hereof served at the Company's request
     as a director, officer, partner, venturer, proprietor, trustee, employee,
     agent or similar functionary of another foreign or domestic corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise, and (iii) any person nominated or designated by (or pursuant to
     authority granted by) the Board of Directors or any committee thereof to
     serve in any of the capacities referred to in clauses (i) or (ii) hereof.

<PAGE>

(b)  "Official Capacity" means (i) when used with respect to a Director, the
     office of Director of the Company, and (ii) when used with respect to a
     person other than a Director, the elective or appointive office of the
     Company held by such person or the employment or agency relationship
     undertaken by such person on behalf of the Company, but in each case does
     not include service for any other foreign or domestic corporation or any
     partnership, joint venture, sole proprietorship, trust, employee benefit
     plan or other enterprise.

(c)  "Proceeding" means any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative, arbitrative or
     investigative, any appeal in such an action, suit or proceeding, and any
     inquiry or investigation that could lead to such an action, suit or
     proceeding.

10.2     Indemnification.  The Company shall indemnify every Indemnitee against
         ---------------
all judgments, penalties (including excise and similar taxes), fines, amounts
paid in settlement and reasonable expenses actually incurred by the Indemnitee
in connection with any Proceeding in which he was, is or is threatened to be
named defendant or respondent, or in which he was or is a witness without being
named a defendant or respondent, by reason, in whole or in part, of his serving
or having served, or having been nominated or designated to serve, in any of the
capacities referred to in Section 10.1, if it is determined in accordance with
Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in the Company's best interests and, in all other cases, that his
conduct was at least not opposed to the Company's best interests, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful; provided, however, that in the event that an Indemnitee is
found liable to the Company or is found liable on the basis that personal
benefit was improperly received by the Indemnitee the indemnification (i) is
limited to reasonable expenses actually incurred by the Indemnitee in connection
with the Proceeding and (ii) shall not be made in respect of any Proceeding in
which the Indemnitee shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.  Except as provided in
the immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (x) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company.  The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section 10.2.  An Indemnitee shall be deemed to have been found liable in
respect of any claim, issue or matter only after the Indemnitee shall have been
so adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom.  Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee.  The
indemnification provided herein shall be applicable whether or not negligence or
gross negligence of the Indemnitee is alleged or proven.

<PAGE>

10.3     Successful Defense.  Without limitation of Section 10.2 and in addition
         ------------------
to the indemnification provided for in Section 10.2, the Company shall indemnify
every Indemnitee against reasonable expenses incurred by such person in
connection with any Proceeding in which he is a witness or a named defendant or
respondent because he served in any of the capacities referred to in Section
10.1, if such person has been wholly successful, on the merits or otherwise, in
defense of the Proceeding.

10.4     Determinations.  Any indemnification under Section 10.2 (unless ordered
         --------------
by a court of competent jurisdiction) shall be made by the Company only upon a
determination that indemnification of the Indemnitee is proper in the
circumstances because he has met the applicable standard of conduct.  Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who, at the time of such vote, are not named
defendants or respondents in the Proceeding; (b) if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board of Directors, duly
designated to act in the matter by a majority vote of all Directors (in which
designated Directors who are named defendants or respondents in the Proceeding
may participate), such committee to consist solely of two (2) or more Directors
who, at the time of the committee vote, are not named defendants or respondents
in the Proceeding; (c) by special legal counsel selected by the Board of
Directors or a committee thereof by vote as set forth in clauses (a) or (b) of
this Section 10.4 or, if the requisite quorum of all of the Directors cannot be
obtained therefor and such committee cannot be established, by a majority vote
of all of the Directors (in which Directors who are named defendants or
respondents in the Proceeding may participate); or (d) by the shareholders in a
vote that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding.  Determination as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of the preceding
sentence for the selection of special legal counsel.  In the event a
determination is made under this Section 10.4 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated.

<PAGE>

10.5     Advancement of Expenses.  Reasonable expenses (including court costs
         -----------------------
and attorneys' fees) incurred by an Indemnitee who was or is a witness or was,
is or is threatened to be made a named defendant or respondent in a Proceeding
shall be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations
specified in Section 10.4, after receipt by the Company of (a) a written
affirmation by such Indemnitee of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Company under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Article.  Such written undertaking shall be an unlimited
obligation of the Indemnitee but need not be secured and it may be accepted
without reference to financial ability to make repayment.  Notwithstanding any
other provision of this Article, the Company may pay or reimburse expenses
incurred by an Indemnitee in connection with his appearance as a witness or
other participation in a Proceeding at a time when he is not named a defendant
or respondent in the Proceeding.

10.6     Employee Benefit Plans.  For purposes of this Article, the Company
         ----------------------
shall be deemed to have requested an Indemnitee to serve an employee benefit
plan whenever the performance by him of his duties to the Company also imposes
duties on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan.  Excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall be deemed fines.
Action taken or omitted by an Indemnitee with respect to an employee benefit
plan in the performance of his duties for a purpose reasonably believed by him
to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Company.

10.7     Other Indemnification and Insurance.  The indemnification provided by
         -----------------------------------
this Article shall (a) not be deemed exclusive of, or to preclude, any other
rights to which those seeking indemnification may at any time be entitled under
the Company's Articles of Incorporation, any law, agreement or vote of
shareholders or disinterested Directors, or otherwise, or under any policy or
policies of insurance purchased and maintained by the Company on behalf of any
Indemnitee, both as to action in his Official Capacity and as to action in any
other capacity, (b) continue as to a person who has ceased to be in the capacity
by reason of which he was an Indemnitee with respect to matters arising during
the period he was in such capacity, (c) inure to the benefit of the heirs,
executors and administrators of such a person and (d) not be required if and to
the extent that the person otherwise entitled to payment of such amounts
hereunder has actually received payment therefor under any insurance policy,
contract or otherwise.

<PAGE>

10.8     Notice.  Any indemnification of or advance of expenses to an Indemnitee
         ------
in accordance with this Article shall be reported in writing to the shareholders
of the Company with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to shareholders of a
consent to action without a meeting and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.

10.9     Construction.  The indemnification provided by this Article shall be
         ------------
subject to all valid and applicable laws, including, without limitation, the
Nevada General Corporation Law, and, in the event this Article or any of the
provisions hereof or the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control and this Article shall be regarded as modified accordingly, and, as
so modified, to continue in full force and effect.

10.10     Continuing Offer, Reliance, etc.  The provisions of this Article (a)
          --------------------------------
are for the benefit of, and may be enforced by, each Indemnitee of the Company,
the same as if set forth in their entirety in a written instrument duly executed
and delivered by the Company and such Indemnitee and (b) constitute a continuing
offer to all present and future Indemnitees.  The Company, by its adoption of
these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company
has relied upon and will continue to rely upon the provisions of this Article in
becoming, and serving in any of the capacities referred to in Section 10.1(a) of
this Article, (y) waives reliance upon, and all notices of acceptance of, such
provisions by such Indemnitees and (z) acknowledges and agrees that no present
or future Indemnitee shall be prejudiced in his right to enforce the provisions
of this Article in accordance with their terms by any act or failure to act on
the part of the Company.

<PAGE>

10.11     Effect of Amendment.  No amendment, modification or repeal of this
          -------------------
Article or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitees to be indemnified by the
Company, nor the obligation of the Company to indemnify any such Indemnitees,
under and in accordance with the provisions of the Article as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

                                   ARTICLE 12.

                                TAKEOVER OFFERS

     In the event the Company receives a takeover offer, the Board of Directors
shall consider all relevant factors in evaluating such offer, including, but not
limited to, the terms of the offer, and the potential economic and social impact
of such offer on the Company's stockholders, employees, customers, creditors and
community in which it operates.

                                  ARTICLE 13.

                                    NOTICES

13.1     General. Whenever these Bylaws require notice to any Stockholder,
         -------
director, officer or agent, such notice does not mean personal notice.  A person
may give effective notice under these Bylaws in every case by depositing a
writing in a post office or letter box in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram addressed to such Stockholder, director, officer
or agent at his address on the books of the Company.  Unless these Bylaws
expressly provide to the contrary, the time when the person sends notice shall
constitute the time of the giving of notice.

<PAGE>

13.2     Waiver of Notice. Whenever the law or these Bylaws require notice, the
         ----------------
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein.

                                  ARTICLE 14.

                                  MISCELLANEOUS

14.1     Facsimile Signatures.  In  addition to the use of facsimile signatures
         --------------------
which these Bylaws specifically authorize, the Company may use such facsimile
signatures of any officer or officers, agents or agent, of the Company as the
Board or a committee of the Board may authorize.

14.2     Corporate Seal.  The Board may provide for a suitable seal containing
         --------------
the name of the Company, of which the Secretary shall be in charge.  The
Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use
the seal or duplicates of the seal if and when the Board or a committee of the
Board so directs.

14.3     Fiscal Year.  The Board shall have the authority to fix and change the
         -----------
fiscal year of the Company.

                                  ARTICLE 15.

                                   AMENDMENTS

15.1     Subject to the provisions of the Articles of Incorporation, the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.

<PAGE>

     The undersigned hereby certifies that the foregoing constitutes a true and
correct copy of the Bylaws of the Company as adopted by the Directors on the
23rd day of July, 2003.

     Executed as of this 23rd day of July, 2003.



                              /s/ Peter Mergenthaler
                              -----------------------------
                              Peter Mergenthaler, Secretary


<PAGE>

                                  EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Peter Mergenthaler, certify that:

1.     I  have  reviewed  this  Quarterly  Report  on  Form  10-QSB of Trans Max
Technologies,  Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

     a)  Designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that  material  information  relating to the small business issuer,
     including  its  consolidated  subsidiaries,  is  made known to us by others
     within  those entities, particularly during the period in which this report
     is  being  prepared;

     b)  Paragraph  omitted  in  accordance  with  SEC  transition  instructions
     contained  in  SEC  Release  No.  33-8238;

     c)  Evaluated  the  effectiveness of the small business issuer's disclosure
     controls  and procedures and presented in this report our conclusions about
     the  effectiveness of the disclosure controls and procedures, as of the end
     of  the  period  covered  by  this  report  based  on  such evaluation; and

     d)  Disclosed  in  this  report  any  change in the small business issuer's
     internal  control  over  financial reporting that occurred during the small
     business issuer's fourth fiscal quarter that has materially affected, or is
     reasonably  likely  to  materially  affect,  the  small  business  issuer's
     internal  control  over  financial  reporting;  and

5.     The  small  business  issuer's  other  certifying  officer  and  I  have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)  All  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely affect the small business issuer's ability to record,
     process,  summarize  and  report  financial  information;  and

     b)  Any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the small business issuer's
     internal  control  over  financial  reporting.

Date:  May 24, 2004


                                   By: /s/ Peter Mergenthaler
                                   -------------------------------
                                   Peter Mergenthaler,
                                   Chief Executive Officer

<PAGE>

                                  EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Paul M. Cervino, certify that:

1.     I  have  reviewed  this  Quarterly  Report  on  Form  10-QSB of Trans Max
Technologies,  Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

     a)  Designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that  material  information  relating to the small business issuer,
     including  its  consolidated  subsidiaries,  is  made known to us by others
     within  those entities, particularly during the period in which this report
     is  being  prepared;

     b)  Paragraph  omitted  in  accordance  with  SEC  transition  instructions
     contained  in  SEC  Release  No.  33-8238;

     c)  Evaluated  the  effectiveness of the small business issuer's disclosure
     controls  and procedures and presented in this report our conclusions about
     the  effectiveness of the disclosure controls and procedures, as of the end
     of  the  period  covered  by  this  report  based  on  such evaluation; and

     d)  Disclosed  in  this  report  any  change in the small business issuer's
     internal  control  over  financial reporting that occurred during the small
     business issuer's fourth fiscal quarter that has materially affected, or is
     reasonably  likely  to  materially  affect,  the  small  business  issuer's
     internal  control  over  financial  reporting;  and

5.     The  small  business  issuer's  other  certifying  officer  and  I  have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)  All  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely affect the small business issuer's ability to record,
     process,  summarize  and  report  financial  information;  and

     b)  Any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the small business issuer's
     internal  control  over  financial  reporting.

Date:  May 24, 2004


                                   By: /s/ Paul M. Cervino
                                   -------------------------------
                                   Paul M. Cervino,
                                   Chief Financial Officer

<PAGE>


                                  EXHIBIT 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,  Peter  Mergenthaler, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  of  Trans  Max  Technologies, Inc. on Form 10-QSB for the fiscal quarter
ended  March  31,  2004 fully complies with the requirements of Section 13(a) or
15(d)  of  the Securities Exchange Act of 1934 and that information contained in
such  Form  10-QSB  fairly  presents  in  all  material  respects  the financial
condition  and  results  of  operations  of  Trans  Max  Technologies,  Inc.


                                        By:/s/ Peter Mergenthaler
                                        --------------------------
                                        Name: Peter Mergenthaler
                                        Title: Chief Executive Officer
May 24, 2004






<PAGE>

                                  EXHIBIT 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,  Paul  M.  Cervino,  certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  of  Trans  Max  Technologies, Inc. on Form 10-QSB for the fiscal quarter
ended  March  31,  2004 fully complies with the requirements of Section 13(a) or
15(d)  of  the Securities Exchange Act of 1934 and that information contained in
such  Form  10-QSB  fairly  presents  in  all  material  respects  the financial
condition  and  results  of  operations  of  Trans  Max  Technologies,  Inc.


                                        By:/s/ Paul M. Cervino
                                        --------------------------
                                        Name: Paul M. Cervino
                                        Title: Chief Financial Officer
May 24, 2004

<PAGE>