**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended:March
                31, 2006[ 
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period _________ 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.)





**One
                World Trade Center**
              **121
                S.W. Salmon Street, Suite 1100**
              **Portland,
                Oregon 97204**(Address
                of principal executive offices)





**(503)
                471-1348**(Issuer’s
                telephone number)__________________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [  ] No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [X] Yes [  ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 59,445,824 common shares as of March 29,
      2006





Transitional
      Small Business Disclosure Format (check one): Yes [  ] No [X]






***Table
          of Contents***







TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Plan
                of Operation
            4Item
                3.
            Controls
                and Procedures
            10PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            11Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            11Item
                3.
            Defaults
                Upon Senior Securities
            11Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            11Item
                5.
            Other
                Information
            11Item
                6.
            Exhibits
            11











2
 ***Table
          of Contents***




**PART
      I - FINANCIAL INFORMATION**




**Item
      1. FinancialStatements**


Our
                  unaudited financial statements included in this Form 10-QSB are
                  as
                  follows:F-1
              Condensed
                  Consolidated Balance Sheet as of March 31, 2006
                  (Unaudited);F-2
              Condensed
                  Consolidated Statements of Operations for the
                  three months ended March 31, 2006 and 2005
                  (Unaudited);F-3
              Condensed
                  Consolidated Statements of Cash Flows for the three
                  months ended March 31, 2006 and 2005 (Unaudited);
                  andF-4
              Notes
                  to Condensed Consolidated Financial Statements
                  (Unaudited)





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended March 31, 2006
      are
      not necessarily indicative of the results that can be expected for the full
      year.






3
 ***Table
          of Contents***


**TRANS
      MAX TECHNOLOGIES, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**MARCH
      31, 2006**


**(UNAUDITED)**




**ASSETS**Current
                  Asset:Cash
                  and cash equivalents
              
              $
              55Total
                  Current Asset
              
              
              55Receivable
                  from affiliates
              
              
              301,339Property
                  and equipment, net
              
              
              4,396**TOTAL
                  ASSETS**
              
              $
              305,790**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                  Liabilities:Accounts
                  payable and accrued expenses
              
              $
              1,620,362Notes
                  payable to stockholders
              
              
              802,746Total
                  Current Liabilities
              
              
              2,423,108**Total
                  Liabilities**
              
              
              2,423,108**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, $.001 Par Value; 10,000,000 shares authorizedno
                  shares issued and outstanding
              
              
              -Common
                  stock, $.001 Par Value; 500,000,000 shares authorized59,445,024
                  shares issued and outstanding
              
              
              59,445Additional
                  paid-in capital
              
              
              7,529,785Accumulated
                  (deficit)
              
              
              (9,706,548
              )**Total
                  Stockholders' Equity (Deficit)**
              
              
              (2,117,318
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              305,790






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




F
          -
          1
 ***Table
          of Contents***


**TRA** NS
      MAX TECHNOLOGIES,
      INC. **CONDENSED
        CONSOLIDATEDSTATEMENTS OF
        OPERATIONS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**
 **(UNAUDITED)**


**THREE
                  MONTHS ENDED****MARCH
                  31,****2006**
              
              **2005****OPERATING
                  REVENUES**Sales
              
              $
              -
              
              $
              -**COST
                  OF SALES**
              
              
              -
              
              
              -**GROSS
                  PROFIT**
              
              
              -
              
              
              -**OPERATING
                  EXPENSES**General
                  and administrative expenses
              
              
              4,795
              
              
              3,777Depreciation
              
              
              890
              
              
              1,397**Total
                  Operating Expenses**
              
              
              5,685
              
              
              5,174**NET
                  (LOSS) BEFORE OTHER (EXPENSES)**
              
              
              (5,685
              )
              
              (5,174
              )**OTHER
                  (EXPENSES)**Interest
                  expense
              
              
              (15,448
              )
              
              (11,782
              )**Total
                  Other (Expenses)**
              
              
              (15,448
              )
              
              (11,782
              )**NET
                  (LOSS) BEFORE PROVISION FOR INCOME TAXES**
              
              
              (21,133
              )
              
              (16,956
              )**Provsion
                  for Income Taxes**
              
              
              -
              
              
              -**NET
                  (LOSS) APPLICABLE TO COMMON SHARES**
              
              $
              (21,133
              )
              $
              (16,956
              )**WEIGHTED
                  AVERAGE SHARES OUTSTANDING**
              
              
              59,445,024
              
              
              21,483,159**NET
                  (LOSS) PER COMMON SHARE**
              
              $
              (0.00
              )
              $
              (0.00
              )




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


F
          -
          2
 ***Table
          of Contents***


**TRA** NS
      MAX TECHNOLOGIES,
      INC. **CONDENSED
        CONSOLIDATEDSTATEMENTS OF CASH
        FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**
 **(UNAUDITED)**


**THREE
                  MONTHS ENDED****MARCH
                  31,****2006**
              
              **2005****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  (loss)
              
              $
              (21,133
              )
              $
              (16,956
              )Adjustments
                  to reconcile net (loss) to net cash(used
                  in) operating activitiesDepreciation
              
              
              890
              
              
              1,397Imputed
                  interest expense
              
              
              15,448
              
              
              11,782**Changes
                  in assets and liabilities**Increase
                  in accounts payable
              
              
              4,500
              
              
              -Total
                  adjustments
              
              
              20,838
              
              
              13,179**Net
                  cash (used in) operating activities**
              
              
              (295
              )
              
              (3,777
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Decrease
                  in receivable from affiliates, net
              
              
              -
              
              
              3,000**Net
                  cash provided by investing activities**
              
              
              -
              
              
              3,000**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from notes payable to stockholders
              
              
              -
              
              
              2,050**Net
                  cash provided by financing activities**
              
              
              -
              
              
              2,050**NET
                  INCREASE (DECREASE) IN****CASH
                  AND CASH EQUIVALENTS**
              
              
              (295
              )
              
              1,273**CASH
                  AND CASH EQUIVALENTS -****BEGINNING
                  OF PERIOD**
              
              
              350
              
              
              69**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              
              $
              55
              
              $
              1,342




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


F
          -
          3
 ***Table
          of Contents***


**TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        1-** **ORGANIZATION
        AND BASIS OF PRESENTATION**
  The
        condensed consolidated financial statements included herein have been prepared
        by the management of Trans Max Technologies, Inc. ("Trans Max" or the "Company")
        without audit, pursuant to the rules and regulations of the 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 statements
        include all adjustments that, in the opinion of management, are necessary
        to
        provide a fair statement of the results for the periods covered. All such
        adjustments are of a normal recurring nature. These condensed consolidated
        financial statements should be read in conjunction with the audited financial
        statements and footnotes thereto included in the Company's Annual Report
        on Form
        10-KSB for the Year ended December 31, 2005. The results of operations for
        the
        three months ended March 31, 2006 are not necessarily indicative of the results
        for the full year. Certain prior year amounts have been reclassified to conform
        to current period presentations.
  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, 6-for-1 and 1-for-200 stock splits), 910,638 shares post split. 
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").
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Cash
        Equivalents**
 
 For
        purposes of the consolidated statements of cash flows, the Company considers
        all
        highly liquid debt instruments purchased with an original maturity of three
        months or less to be cash equivalents.
  F
            -
            4
 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Management
        Estimates**
 
 The
        preparation of consolidated 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. No research and
        development expenses were incurred in the three-month periods ended March
        31,
        2006 and 2005.
 
 **Principles
        Of Consolidation**
 
 The
        consolidated financial statements include the accounts of the Company and
        its
        wholly owned subsidiary. All significant inter-company accounts and transactions
        have been eliminated.
 
 **Concentrations
        Of Credit Risk**
 
 Financial
        instruments, which subject the Company to concentration of credit risk include
        cash and cash equivalents and account receivables. The Company maintains
        its
        cash and cash equivalents with major financial institutions selected based
        upon
        management's assessment of the financial stability of the banks.  Balances
        periodically exceed the $100,000 federal depository insurance limit. The
        Company
        has not experienced any losses on deposits.
  F
            -
            5
 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **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.
 
 **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
        carry forwards.
 
 **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. The Company
        accounts for its impairment in accordance with FASB 142, “Goodwill and Other
        Intangible Assets.” The Company tests for impairment on an annual basis, unless
        the situation dictates otherwise.
 
 **Fair
        Value Of Financial Instruments**
 
 The
        carrying amount reported in the balance sheets for cash and cash equivalents,
        receivable from affiliates, accounts payable and accrued expenses, and notes
  F
            -
            6
 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Fair
        Value Of Financial Instruments**
 
 payable
        approximate fair value because of the immediate or short-term maturity of
        these
        financial instruments.
 
 **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.
 
 The
        following is a reconciliation of the computation for basic and diluted EPS
        for
        the three months ended March 31:
 2006
                
                2005Net
                    (loss)
                
                $
                (21,133
                )
                $
                (16,956
                )Weighted-average
                    common sharesoutstanding
                    (basic)
                
                
                59,445,024
                
                
                21,483,159Weighted-average
                    common sharesequivalents:Stock
                    Options
                
                
                -
                
                
                -Warrants
                
                
                -
                
                
                -Weighted-average
                    common sharesoutstanding
                    (diluted)
                
                
                59,445,024
                
                
                21,483,159
  The
        Company has no potentially dilutive securities, such as options or warrants,
        currently issued and outstanding.
 
 **Recent
        Accounting Pronouncements**
 
 On
        December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
        Statement of Financial Accounting Standards No. 123 (Revised 2004),
“ *Share-Based
        Payment* ”
(“SFAS
        123R”). FAS 123R requires that compensation cost related to share-based payment
        transactions be recognized in the financial statements. Share-based payment
        transactions within the scope of FAS 123R include stock options, restricted
        stock plans, performance-based awards, stock appreciation rights, and employee
        share purchase plans. The provisions of FAS
  F
            -
            7
 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 123R,
        as
        amended, are effective for small business issuers beginning as of the next
        fiscal year after December 15, 2005. Accordingly, the Company will implement
        the
        revised standard in the first quarter of fiscal year 2006. Currently, the
        Company accounts for its share-based payment transactions under the provisions
        of APB 25, which does not necessarily require the recognition of compensation
        cost in the financial statements (note 3(e)). Implementation of this standard
        did not have a material impact on the Company’s financial position, results of
        operations or cash flows.
 
 On
        December 16, 2004, FASB issued Statement of Financial Accounting Standards
        No.
        153, “ *Exchanges
        of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for
        Non-monetary Transactions* ”
("
        FAS
        153").
  This
        statement amends APB Opinion 29 to eliminate the exception for non-monetary
        exchanges of similar productive assets and replaces it with a general exception
        for exchanges of non-monetary assets that do not have commercial substance.
        Under FAS 153, if a non-monetary exchange of similar productive assets meets
        a
        commercial-substance criterion and fair value is determinable, the transaction
        must be accounted for at fair value resulting in recognition of any gain
        or
        loss. FAS 153 is effective for non-monetary transactions in fiscal periods
        that
        begin after June 15, 2005. Implementation of this standard did not have a
        material impact on the Company’s financial position, results of operations or
        cash flows.
 
 In
        March
        2005, the FASB issued Statement of Financial Accounting Standards Interpretation
        Number 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations.”
FIN 47 provides clarification regarding the meaning of the term “conditional
        asset retirement obligation” as used in FAS 143, “Accounting for Asset
        Retirement Obligations.” FIN 47 is effective for the year ended December 31,
        2005. The
        implementation of this standard did not have a material impact on the Company’s
        financial position, results of operations or cash flows.
 
 In
        May
        2005, the FASB issued FAS 154, “Accounting for Changes and Error Corrections—a
        replacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS 154
        changes the requirements with regard to the accounting for and
  F
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 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 reporting
        a change in an accounting principle. The provisions of FAS 154 require, unless
        impracticable, retrospective application to prior periods presented in financial
        statements for all voluntary changes in an accounting principle and changes
        required by the adoption of a new accounting pronouncement in the unusual
        instance that the new pronouncement does not indicate a specific transition
        method. FAS 154 also requires that a change in depreciation, amortization
        or
        depletion method for long-lived, non-financial assets be accounted for as
        a
        change in an accounting estimate, which requires prospective application
        of the
        new method. FAS 154 is effective for all changes in an accounting principle
        made
        in fiscal years beginning after December 15, 2005. The Company plans to
        adopt FAS 154 beginning January 1, 2006. Because FAS 154 is directly dependent
        upon future events, the Company cannot determine what effect, if any, the
        expected adoption of FAS 154 will have on its financial condition, results
        of
        operations or cash flows.
 
 In
        February 2006, the Financial Accounting Standards Board (FASB) issued Statement
        of Financial Accounting Standards (FAS) No. 155, Accounting for Certain
        Hybrid Financial Instruments. FAS No. 155 replaces FAS No. 133
        Accounting for Derivative Instruments and Hedging Activities, and FAS
        No. 140 Accounting for Transfers and Servicing of Financial Assets and
        Extinguishments of Liabilities. FAS No. 155 resolves issues addressed in
        Statement 133 Implementation Issue No. D1, “Application of Statement 133 to
        Beneficial Interests in Securitized Financial Assets.” This statement will be
        effective for all financial instruments acquired or issued after the beginning
        of an entity’s fiscal year that begins after September 15, 2006. The
        Company is currently analyzing whether this new standard will have impact
        on its
        financial position and results of operations.
 
 In
        March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
        Financial Assets, an amendment of FASB Statement No. 140.” SFAS
        No. 156 requires an entity to recognize a servicing asset or liability each
        time it undertakes an obligation to service a financial asset by entering
        into a
        servicing contract under a transfer of the servicer’s financial assets that
        meets the requirements for sale accounting, a transfer of the servicer’s
        financial assets to a qualified special-purpose entity in a guaranteed mortgage
        securitization in which the transferor retains all of the resulting securities
        and classifies them as either available-for-sale or trading securities in
        accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
        and Equity Securities” and an acquisition or assumption of an obligation to
        service a financial asset that does not relate to financial assets of the
  F
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 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 servicer
        or its consolidated affiliates. Additionally, SFAS No. 156 requires all
        separately recognized servicing assets and servicing liabilities to be initially
        measured at fair value, permits an entity to choose either the use of an
        amortization or fair value method for subsequent measurements, permits at
        initial adoption a one-time reclassification of available-for-sale securities
        to
        trading securities by entities with recognized servicing rights and requires
        separate presentation of servicing assets and liabilities subsequently measured
        at fair value and additional disclosures for all separately recognized servicing
        assets and liabilities. SFAS No. 156 is effective for transactions entered
        into after the beginning of the first fiscal year that begins after
        September 15, 2006. The Company is currently evaluating the effect the
        adoption of SFAS No. 156 will have on its financial position or results of
        operations.
 
 **NOTE
        3-** **LIQUIDITY**
 
 For
        the
        three months ended March 31, 2006 and 2005, the Company had net losses of
        $21,133 and $16,956, respectively, and cash flows of $(295) and $1,273,
        respectively.  The Company has been dependent on additional capital
        contributions from shareholders and debt financing to fund its cash
        requirements.
 
 The
        Company's majority stockholders contributed additional loans of $-0- and
        $2,050
        during the three months ended March 31, 2006 and 2005, respectively. During
        2006
        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 2006 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.
  F
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 ***Table
            of Contents***
  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        4-** **PROPERTY
        AND EQUIPMENT**
 
 Property
        and equipment, at March 31, 2006, consist of the following:
 2006
                
                2005Machinery
                    and equipment
                
                $
                14,734
                
                $
                14,734Water
                    air machine
                
                
                -
                
                
                1,500,000Less:
                    accumulated depreciation
                
                
                (10,338
                )
                
                (5,934
                )Property
                    and equipment, net
                
                $
                4,396
                
                $
                1,508,800
 
 Depreciation
        expense was $890 and $1,397 for the three months ended March 31, 2006 and
        2005,
        respectively.  The Company acquired the water air machine for cash of
        $10,300 and a note for $1,489,700, which is currently in litigation (see
        Note
        5).
 
 **NOTE
        5-** **NOTE
        PAYABLE - DUE ON DEMAND**
 
 During
        2005 the Company defaulted on a note payable with principal outstanding in
        the
        amount of $1,489,700. The note was generated through the acquisition of water
        air machine technology with a purchase price of $1,500,000, for which $10,300
        was paid at settlement. The technology was subsequently deemed worthless
        and was
        impaired in its entirety. There has been no attempt by the note holder to
        collect on the note during 2005 or the three months ended March 31,
        2006 .
 
 The
        holder of the note payable was properly notified that the Company had begun
        bankruptcy proceedings (see note 10) and did not file a timely proof of claim,
        thus the holder will be barred from asserting any claim under the agreement.
        On
        February 23, 2006, the holder terminated the agreement with the
        Company.
 
 **NOTE
        6-** **NOTES
        PAYABLE TO STOCKHOLDERS**
 
 Notes
        payable to stockholders at March 31, 2006 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
        assets of the Company. The balance at March 31, 2006 and 2005 was $40,000.
        Interest accrued totaled $1,000 for the three months ended March 31, 2006
        and
        2005.
 
 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 interval periods. The note is not
  F
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  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        6-** **NOTES
        PAYABLE TO STOCKHOLDERS** **(CONTINUED)**
 
 collateralized.
        The balance at March 31, 2006 and 2005 was $23,400. Interest accrued totaled
        $585 for the three months ended March 31, 2006 and 2005.
 
 Note
        payable to a stockholder and former officer/director of the Company.  There
        is no formal note agreement.  The note bears no interest; however, interest
        is imputed at the prime rate (7.5% and 5.75% at March 31, 2006 and 2005,
        respectively) and the outstanding principal balance is due on demand.  The
        note is not collateralized. The balance at March 31, 2006 and 2005 was $640,270.
        Interest accrued totaled $12,005 and $9,204 for the three months ended March
        31,
        2006 and 2005, respectively.
 
 Note
        payable to a majority stockholder of the Company.  There is no formal note
        agreement.  The note bears no interest; however, interest is imputed at the
        prime rate and the outstanding principal balance is due on demand.  The
        note is not collateralized. The balance at March 31, 2006 and 2005 was $99,076
        and $67,076, respectively. Interest accrued totaled $1,858 and $993 for the
        three months ended March 31, 2006 and 2005, respectively.
 
 **NOTE
        7-** **RELATED
        PARTY TRANSACTIONS**
 
 The
        Company has entered into four note payable agreements with certain individual
        stockholders (See Note 6).  Imputed interest on these notes totaled $15,448
        and $11,782 for the three months ended March 31, 2006 and 2005, respectively,
        which was contributed to capital and included in additional paid-in
        capital.
 
 The
        Company had a license agreement with the Chief Scientist of Trans Max (see
        note
        1) for its ignition system product line whereby it 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 2005 a judgment
        was
        awarded through arbitration and the Company is not required to pay.
 
 In
        November 2003, the Company agreed to provide a $1.5 million line of credit
        to
        provide products and services to Axial Vector Engine Corporation (formerly
        Aero
        Marine Engine, Inc.), a company owned by the majority stockholders of the
        Company.  Pursuant to the agreement between the Company and Axial Vector
        Engine Corporation for every $2 paid to the Company by Axial Vector, the
        Company
        will extend $1 of credit, up to a maximum of $1.5 million dollars.  As of
        March 31, 2006, the Company has not advanced any money under this
        agreement.  At March 31, 2006, the Company had a receivable from Axial
        Vector of $301,339. These advances were made in connection with relocating
        this
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  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        7-** **RELATED
        PARTY TRANSACTIONS** **(CONTINUED)**
 
 affiliated
        company to Ronkonkoma, New York and funding this affiliated company’s
        payroll.
 
 **NOTE
        8-** **PROVISION
        FOR INCOME TAXES**
 
 Deferred
        income taxes will be determined using the liability method for the temporary
        differences between the financial reporting basis and income tax basis of
        the
        Company’s assets and liabilities. Deferred income taxes will be measured based
        on the tax rates expected to be in effect when the temporary differences
        are
        included in the Company’s consolidated tax return. Deferred tax assets and
        liabilities are recognized based on anticipated future tax consequences
        attributable to differences between financial statement carrying amounts
        of
        assets and liabilities and their respective tax bases.
 
 At
        March
        31, 2006 and 2005, deferred tax assets consist of the following: 2006
                
                2005Deferred
                    tax asset
                
                $
                1,066,000
                
                $
                712,200Less:
                    Valuation allowance
                
                
                (1,066,000
                )
                
                (712,200
                )Net
                    deferred tax assets
                
                $
                -
                
                $
                -
 
 At
        March
        31, 2006 and 2005, the Company had accumulated deficits in the approximate
        amounts of $3,134,000 and $2,094,700, respectively, available to offset future
        taxable income through 2026. The Company established valuation allowances
        equal
        to the full amounts of the deferred tax assets due to the uncertainty of
        the
        utilization of the operating losses in future periods.
 
 **NOTE
        9-** **GOING
        CONCERN**
 
 As
        shown
        in the accompanying consolidated financial statements, the Company incurred
        substantial net losses for the three months ended March 31, 2006 and 2005.
        There
        is no guarantee whether the Company will be able to generate enough revenue
        and/or raise capital to support those operations. This raises substantial
        doubt
        about the Company’s ability to continue as a going concern.
 
 The
        Company’s future success is dependent upon its ability to achieve profitable
        operations and generate cash from operating activities, and upon additional
        financing. There is no guarantee that the Company will be able to raise enough
        capital or generate revenues to sustain its operations. Management believes
        they
        can raise the appropriate funds needed to support their business plan and
        acquire an operating, cash-flow positive company.
 
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  **TRANS
        MAX TECHNOLOGIES, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        9-** **GOING
        CONCERN** **(CONTINUED)**
 
 The
        consolidated financial statements do not include any adjustments relating
        to the
        recoverability or classification of recorded assets and liabilities that
        might
        result should the Company be unable to continue as a going concern.
 
 **NOTE
        10-** **BANKRUPTCY**
 
 On
        September 8, 2005, Trans Max Technologies, Inc. filed a voluntary petition
        for
        relief under Chapter 11 of the United State Bankruptcy Code in the United
        States
        Bankruptcy Court for the District of Nevada, Case No. 05- 19263. The Company
        will continue to operate their business as “debtors-in-possession” under the
        jurisdiction of the Bankruptcy Court and in accordance with the applicable
        provisions of the Bankruptcy Code and orders of the Bankruptcy
        Court.
  **NOTE
        11-** **LITIGATION**
 
 The
        Company is presently involved in various litigation regarding nonpayment
        of
        wages, nonpayment of rent, unpaid fees with consultants and attorneys, and
        non-performance of contract. Most of these claims have been disallowed by
        the
        bankruptcy court, case numbers 04-22114 (Suffolk County, NY), 05-10880 (Suffolk
        County, NY) and 04m1-188521 (Cook County, IL). In other cases, certain amounts
        remain unpaid but have been accrued as of March 31, 2006.






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**Item
      2.   Plan of
      Operation**




**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. We intend
      such
      forward-looking statements to be covered by the safe-harbor provisions for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking statements, which are based on
      certain assumptions and describe future plans, strategies and expectations
      of
      our Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
      expressions. Our ability to predict results or the actual effect of future
      plans
      or strategies is inherently uncertain. Factors which could have a material
      adverse affect on the operations and future prospects of our company on a
      consolidated basis include, but are not limited to: changes in economic
      conditions, legislative/regulatory changes, availability of capital, interest
      rates, competition, and generally accepted accounting principles. These risks
      and uncertainties should be considered in evaluating forward-looking statements
      and undue reliance should not be placed on such statements. Further information
      concerning us and our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.




**Overview**




We
      were
      originally incorporated in 1993 in the state of Texas under the name Perma-Tune
      Electronics, Inc. ("Perma-Tune"). On July 21, 2003, Perma-Tune performed a
      reverse merger with Trans Max Technologies, Inc. ("Trans Max"), a Nevada
      corporation, which is publicly traded on the OTC Bulletin Board under the symbol
      TMAX. As a result of this acquisition, control was shifted to the former
      shareholders of Trans Max and this transaction was treated as a
      recapitalization. As part of this recapitalization, we changed our name to
      Trans
      Max Technologies, Inc.





From
      July
      2003 until May 2004, we primarily designed and manufactured high-energy
      electronic ignition systems for street vehicles, race cars, boats, scientific
      and industrial applications, space and aviation applications, as well as
      clean-burning fuel applications.





On
      May
      25, 2004, Samuel J. Higgins acquired a controlling interest in our company
      through a group of holding companies. Currently, Mr. Higgins’ ownership stake is
      consolidated under the dba Groupo Aquinas, S.A. (“Groupo Aquinas”), which holds
      the majority (approximately 66%) of our issued and outstanding shares. Upon
      assuming control, Mr. Higgins discovered that our operations were, as a whole,
      unprofitable and unpromising. We discontinued our ignition product operations
      in
      the late summer of 2004 and began to shift our business to other opportunities
      in the area of new and developing technology.


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Shortly
      after Mr. Higgins assumed control, we discovered that our finances had been
      badly drained by an oppressive series of agreements with WJL Realty Associates
      for the lease and eventual purchase of a building. In addition, we were party
      to
      a newly-discovered and previously undisclosed agreement to purchase all of
      the
      stock of Bogner Industries, Inc. (“Bogner”) which we went forward with rather
      than breach the purchase agreement. Investigation into the Bogner matter
      eventually revealed financial improprieties under previous management which
      further drained our funds.





In
      August
      of 2004, we acquired the intellectual property rights to an invention known
      as
      the Water Air Machine. Invented by a Russian concern known as Victor Vartovy
      & Company (“VVC”), the Water Air Machine was designed to produce drinkable
      water from moisture in the air at low cost. Due largely to VVC’s inability to
      assist in furthering the development of the WAM, we have been unable to produce
      a commercially viable product and, at this time, have no plans to pursue further
      development of that technology. In addition, the Bogner entity was and is deemed
      wholly unprofitable and has been the target of a number of lawsuits. Faced
      with
      mounting pressure from a large lawsuit brought (initially) against the Bogner
      subsidiary and wishing to avoid a total loss for our legitimate creditors,
      we
      filed for Chapter 11 protection.




**Bankruptcy
      Proceeding** **s**




On
      September 8, 2005, we filed a voluntary petition for relief under Chapter 11
      of
      the United States Bankruptcy Code (the "Bankruptcy Code") in the United States
      Bankruptcy Court for the District of Nevada (the "Bankruptcy Court"), Case
      No.
      BK-S-05-19263. On January 25, 2006, we filed a Disclosure Statement in Support
      of Plan of Reorganization (the “Disclosure Statement”) and a Plan of
      Reorganization (the "Plan") with the Bankruptcy Court, which was later amended
      on February 28, 2006 and again on March 22, 2006. At a hearing held on March
      22,
      2006, the Bankruptcy Court confirmed the Disclosure Statement and gave approval
      to circulate the document along with the Plan to solicit acceptance from
      creditors. The Disclosure Statement and ballots for creditors to approve or
      deny
      the Plan were delivered on March 28, 2006.





The
      confirmation hearing for the Plan was held on April 26-27, 2006 at which time
      the judge requested further briefing by the debtor and the US Trustee resulting
      in a delay of the decision as to confirmation. A decision on confirmation of
      the
      Plan is expected by the end of May 2006. We operate as a "debtor-in-possession"
      under the jurisdiction of the Bankruptcy Court and in accordance with the
      applicable provisions of the Bankruptcy Code and orders of the Bankruptcy
      Court.





We
      discontinued previous business operations in connection with filing the Chapter
      11 bankruptcy petition. We have currently forecasted an expenditure of
      approximately $25,000 for retainer held by legal counsel and approximately
      $17,000 of administrative expenses including an accountant and special
      securities counsel for the term of the bankruptcy. Pursuant to the Plan, Samuel
      J. Higgins, our Chief Executive Officer, Chief Financial Officer, and current
      majority shareholder, has agreed to contribute $50,000 in cash to pay for
      professional fees and expenses.


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 ***Table
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**Plan
      of Reorganization**




Under
      our
      Proposed Chapter 11 Plan, our existing shareholder interests will be
      extinguished and new common stock will be authorized and issued.





In
      exchange for a controlling interest in our reorganized company and following
      confirmation of the Plan, our President and current majority shareholder, Samuel
      J. Higgins, will assign to us all of his rights under the Patent Purchase
      Agreement (the “Purchase Agreement”) between Mr. Higgins and Karl F. Milde, Jr.
      dated December 23, 2005, together with all of Mr. Higgins’ right, title, and
      interest in all patents, patent applications, trademarks, and other rights
      in
      and to the invention known as the “VTOL Personal Aircraft” acquired by him under
      the terms of such Agreement. A copy of the Purchase Agreement is an exhibit
      to
      our Annual Report on Form 10KSB filed with the Securities and Exchange
      Commission. In addition to his contribution of intellectual property, Mr.
      Higgins will make a cash contribution in our reorganized company in the amount
      of $50,000.





In
      addition, we propose to enter into an exclusive License and Joint Venture
      Agreement with AXVC to obtain use of the Axial Vector Engine technology in
      the
      VTOL Personal Aircraft. Through the License and Joint Venture Agreement with
      AXVC for the use of its Axial Vector Engine technology, we plan to combine
      the
      exceptional lightweight, high-torque, high-efficiency engine to aid and further
      develop the VTOL Personal Aircraft. Our business plan assumes that the VTOL
      Personal Aircraft using the Axial Vector Engine will be manufactured and
      produced by a joint venture partner in the United Arab Emirates (“UAE”) under a
      profit-sharing arrangement whereby the manufacturer will primarily supply the
      costs of development and production in exchange for a percentage of sales
      revenue.





With
      these enabling technologies, we hope to position the company at the forefront
      of
      an exciting industry and will be able to develop a viable technology for
      commercial licensure and manufacture. We anticipate research and development
      costs to increase as we develop the VTOL Personal Aircraft. At the present
      time,
      we do not have the funds necessary to implement our business plan. Although
      we
      plan to raise funds through equity financing, we can provide no assurance that
      when we pursue additional financing we will receive any financing.





We
      do not
      anticipate purchasing any real property or significant equipment in the next
      twelve months. At the present time, we have no employees other than our sole
      officer and director, Samuel J. Higgins. We do not anticipate hiring any
      employees until such time as we are able to acquire any additional
      financing.




**Results
      of Operations for the** **three
      months ended March 31, 2006 and 2005**




At
      the
      present time, we are in Chapter 11 bankruptcy proceedings and have no ability
      to
      generate revenue until we are able to successfully emerge from bankruptcy under
      a viable plan of business. For the three months ended March 31, 2006, we had
      no
      operating revenue, nor did we have operating revenue for the three months ended
      March 31, 2005.


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 ***Table
          of Contents***





We
      incurred operating expenses in the amount of $5,685 for the three months ended
      March 31, 2006, compared to operating expenses in the amount of $5,174 for
      the
      three months ended March 31, 2005. Our expenses for the three months ended
      March
      31, 2006 primarily consisted of general and administrative expenses in the
      amount of $4,795. Our expenses for the three months ended March 31, 2005
      consisted of general and administrative expenses in the amount of $3,777 and
      depreciation expenses in the amount of $1,397.





Our
      net
      loss for the three months ended March 31, 2006 was $21,133, compared to a net
      loss of $16,956 in the three month period ended March 31, 2005. Our losses
      for
      the three months ended March 31, 2006 and 2005 are entirely attributable to
      operating and interest expenses.




**Liquidity
      and Capital Resources**




As
      of
      March 31, 2006, we had current assets of $55. Our total current liabilities
      as
      of March 31, 2006 were $2,423,108. As a result, on March 31, 2006, we had a
      working capital deficit of $2,423,053.





We
      are
      presently in bankruptcy and are awaiting confirmation of the Proposed Chapter
      11
      Plan to pursue our business objectives. Under the Plan, our existing shareholder
      interests will be extinguished and new common stock will be authorized and
      issued. Our President and current majority shareholder, Samuel J. Higgins,
      will
      contribute new value in our reorganized company and share in our new common
      stock with our creditors. In exchange for a controlling interest in our
      reorganized company, Mr. Higgins will, among other things, make a cash
      contribution in our reorganized company in the amount of $50,000.




Mr.
      Higgins’ offer to contribute new value on the terms set forth in the Plan
      represents a binding offer to us and, upon its confirmation by the Bankruptcy
      Court and the passage of the Effective Date (as defined in the Plan), the Plan
      shall represent a binding and enforceable contract between Mr. Higgins and
      us.
      Because of these contingencies, there is no guarantee that we will be able
      to
      obtain funding for research and development and sales and marketing efforts
      in
      2006, nor can there be any assurance that any new capital would be available
      to
      us or that adequate funds for our operations, whether from our revenues,
      financial markets, or other arrangements will be available when needed or on
      terms satisfactory to us.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      complete our proposed Chapter 11 Plan upon confirmation. Our failure to obtain
      adequate additional financing may require us to delay, curtail, or scale back
      some or all of its research and development programs, sales and marketing
      efforts, and manufacturing operations.




**Off
      Balance Sheet Arrangements**




As
      of
      March 31, 2006, there were no off balance sheet arrangements.


7
 ***Table
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**Going
      Concern**




We
      incurred substantial net losses for the three months ended March 31, 2006 and
      2005. There is no guarantee whether we will be able to generate enough revenue
      and/or raise capital to support our operations. This raises substantial doubt
      about our ability to continue as a going concern.





Our
      future success is dependent upon our ability to achieve profitable operations
      and generate cash from operating activities, and upon additional financing.
      There is no guarantee that we will be able to raise enough capital or generate
      revenues to sustain our operations. Our Management believes we can raise the
      appropriate funds needed to support our business plan and acquire an operating,
      cash-flow positive company.





Our
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability or classification of recorded assets and liabilities that might
      result should we be unable to continue as a going concern.




**Critical
      Accounting Policies**




In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company's financial condition and results, and requires
      management's most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





**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, impairment write−downs of some of our assets was deemed
      necessary for the years ended December 31, 2005 and 2004. We account for
      impairment in accordance with FASB 142, “Goodwill and Other Intangible Assets.”
We test for impairment on an annual basis, unless the situation dictates
      otherwise.




**Recently
      Issued Accounting Pronouncements**




In
      February 2006, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards (FAS) No. 155, Accounting for Certain
      Hybrid Financial Instruments. FAS No. 155 replaces FAS No. 133
      Accounting for Derivative Instruments and Hedging Activities, and FAS
      No. 140 Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities. FAS No. 155 resolves issues addressed in
      Statement 133 Implementation Issue No. D1, “Application of Statement 133 to
      Beneficial Interests in Securitized


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 ***Table
          of Contents***


Financial
      Assets.” This statement will be effective for all financial instruments acquired
      or issued after the beginning of an entity’s fiscal year that begins after
      September 15, 2006. We are currently analyzing whether this new standard
      will have impact on our financial position and results of
      operations.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets, an amendment of FASB Statement No. 140.” SFAS
      No. 156 requires an entity to recognize a servicing asset or liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract under a transfer of the servicer’s financial assets that
      meets the requirements for sale accounting, a transfer of the servicer’s
      financial assets to a qualified special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale or trading securities in
      accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
      and Equity Securities” and an acquisition or assumption of an obligation to
      service a financial asset that does not relate to financial assets of the
      servicer or its consolidated affiliates. Additionally, SFAS No. 156
      requires all separately recognized servicing assets and servicing liabilities
      to
      be initially measured at fair value, permits an entity to choose either the
      use
      of an amortization or fair value method for subsequent measurements, permits
      at
      initial adoption a one-time reclassification of available-for-sale securities
      to
      trading securities by entities with recognized servicing rights and requires
      separate presentation of servicing assets and liabilities subsequently measured
      at fair value and additional disclosures for all separately recognized servicing
      assets and liabilities. SFAS No. 156 is effective for transactions entered
      into after the beginning of the first fiscal year that begins after
      September 15, 2006. We are currently evaluating the effect the adoption of
      SFAS No. 156 will have on our financial position or results of
      operations.




9
 ***Table
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**Item
      3.     Controlsand
      Procedures**




We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a−15(e) and 15d−15(e)) as of March 31, 2006. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Samuel J. Higgins. Based upon that evaluation,
      our Chief Executive Officer and Chief Financial Officer concluded that, as
      of
      March 31, 2006, our disclosure controls and procedures are effective. There
      have
      been no significant changes in our internal controls over financial reporting
      during the quarter ended March 31, 2006 that have materially affected or are
      reasonably likely to materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.




**Limitations
      on the Effectiveness of Internal Controls**




Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision−making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may
      deteriorate.





10
 ***Table
          of Contents***




**PART
      II - OTHER INFORMATION**




**Item
      1.     LegalProceedings**




There
      have been no material developments in the ongoing legal proceedings previously
      reported in which we are a party. A complete discussion of our ongoing legal
      proceedings is discussed in our annual report on Form 10-KSB for the year ended
      December 31, 2005.




**Item
      2.     UnregisteredSales of Equity
      Securities and Use of Proceeds**




None




**Item
      3.     Defaultsupon Senior
      Securities**




None




**Item
      4.     Submissionof Matters to a Vote
      of Security Holders**




No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2006.




**Item
      5.  Other
      Information**




None




**Item
      6.      Exhibits**




**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





11
 ***Table
          of Contents***


**SIGNATURES**





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











Trans
                Max Technologies, Inc.May
                22, 2006/s/     
                Samuel J.
                HigginsBy:    
                Samuel J. HigginsTitle: 
                Chief Executive Officer, ChiefFinancial Officer, and Director













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