**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: 
                ******June
                30, 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.)




**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 June 30,
      2006





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


***Table
          of Contents***





**TABLE
                OF CONTENTS**
            **Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3.
            Controls
                and Procedures
            8**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            9Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            9Item
                3.
            Defaults
                Upon Senior Securities
            9Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            9Item
                5.
            Other
                Information
            9Item
                6.
            Exhibits
            9







2
 ***Table
          of Contents***


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of June 30, 2006;F-2
            Statements
                of Operations for the threeand
                six months ended June 30, 2006 and 2005;F-3
            Statements
                of Cash Flows for the six months ended June 30, 2006 and
                2005;F-4
            Notes
                to Financial Statements;








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 June 30, 2006
      are
      not necessarily indicative of the results that can be expected for the full
      year.






3
 ***Table
          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**JUNE
      30, 2006**


**(UNAUDITED)**





**ASSETS**Current
                Asset:Cash
                and cash equivalents
            
            $
            10Total
                Current Asset
            
            
            10Receivable
                from affiliates
            
            
            311,339Property
                and equipment, net
            
            
            0**TOTAL
                ASSETS**
            
            $
            311,349**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****LIABILITIES**Current
                Liabilities:Accounts
                payable and accrued expenses- post Chap 11 filing
            
            $
            40,639General
                Unsecured Claims
            
            
            632,844Total
                Current Liabilities
            
            
            673,483**Total
                Liabilities**
            
            
            673,483**STOCKHOLDERS'
                (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
            
            
            7,531,285Accumulated
                deficit
            
            
            (7,952,864
            )**Total
                Stockholders' (Deficit)**
            
            
            (362,134
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
            
            $
            311,349





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


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


**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE SIX AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005**


**(UNAUDITED)**





**SIX
                MONTHS ENDED**
            
            **THREE
                MONTHS ENDED****JUNE
                30,**
            
            **JUNE
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005****OPERATING
                REVENUES**Sales
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            -**COST
                OF SALES**
            
            
            -
            
            
            -
            
            
            -
            
            
            -**GROSS
                PROFIT (LOSS)**
            
            
            -
            
            
            -
            
            
            -
            
            
            -**OPERATING
                EXPENSES**General
                and administrative expenses
            
            
            55,434
            
            
            39,282
            
            
            50,639
            
            
            35,505Research
                and development
            
            
            -
            
            
            
            
            
            -
            
            
            -Depreciation
                and amortization
            
            
            890
            
            
            2,794
            
            
            -
            
            
            1,397**Total
                Operating Expenses**
            
            
            56,324
            
            
            42,076
            
            
            50,639
            
            
            36,092**NET
                (LOSS) BEFORE OTHER (EXPENSES)**
            
            
            (56,324
            )
            
            (42,076
            )
            
            (50,639
            )
            
            (36,902
            )**OTHER
                (EXPENSES)**Loss
                on Disposition of Equipment
            
            
            (4,396
            )
            
            -
            
            
            (4,396
            )
            
            -Cancellation
                of Debt
            
            
            1,808,899
            
            
            -
            
            
            1,808,899
            
            
            -Interest
                expense
            
            
            (15,448
            )
            
            (23,995
            )
            
            -
            
            
            (12,213
            )**Total
                Other Expenses**
            
            
            1,789,055
            
            
            (23,995
            )
            
            1,804,503
            
            
            (12,213
            )**NET
                (LOSS) PER COMMON SHARE****OUTSTANDING**
            
            $
            1,732,731
            
            $
            (66,071
            )
            $
            1,753,864
            
            $
            (49,115
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON****SHARES
                OUTSTANDING**
            
            
            59,445,024
            
            
            21,483,159
            
            
            59,445,02
            
            
            21,483,159**NET
                INCOME(LOSS) PER COMMON SHARE**
            
            $
            0.03
            
            $
            (0.00
            )
            $
            0.03
            
            $
            (0.00
            )







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


F
          -
          2
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          of Contents***


**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOW**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005**


**(UNAUDITED)**


**2006**
            
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                (loss)
            
            $
            1,732,731
            
            $
            (66,071
            )Adjustments
                to reconcile net (loss) to net cash(used
                in) operating activitiesDepreciation
            
            
            890
            
            
            2,794Imputed
                interest expense
            
            
            15,448
            
            
            23,995Common
                stock issued for services
            
            
            -
            
            
            -Impairment
            
            
            -
            
            
            -**Changes
                in assets and liabilities**Decrease
                in accounts receivable
            
            
            -
            
            
            -Decrease
                in other assets
            
            
            -
            
            
            -Increase
                in accounts payable
            
            
            4,500
            
            
            5,000Total
                adjustments
            
            
            20,838
            
            
            31,789**Net
                cash (used in) operating activities**
            
            
            1,753,569
            
            
            (34,282
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Loss
                on disposition of property and equipment
            
            
            (4,396
            )
            
            -Decrease
                (Increase) in receivable from affiliates, net
            
            
            (10,000
            )
            
            3,000**Net
                cash provided by (used in) investing activities**
            
            
            (14,396
            )
            
            3,000**CASH
                FLOWS FROM FINANCING AND REORGANIZATION ACTIVITIES**(Cancellation)
                Proceeds from notes payable to stockholders
            
            
            (802,746
            )
            
            32,050Cancellation
                of Debt
            
            
            (938,267
            )
            
            -Cash
                contributed by stockholders
            
            
            1,500
            
            
            -**Net
                cash provided (used in) by financing and reorganization activities**
            
            
            (1,739,513
            )
            
            32,050**NET
                INCREASE (DECREASE) IN****CASH
                AND CASH EQUIVALENTS**
            
            
            (340
            )
            
            768**CASH
                AND CASH EQUIVALENTS -****BEGINNING
                OF PERIOD**
            
            
            350
            
            
            69**CASH
                AND CASH EQUIVALENTS - END OF PERIOD**
            
            $
            10
            
            $
            837





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


F
          -
          3
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2006 AND 2005**





**NOTE
      1-** **ORGANIZATION
      AND BASIS OF PRESENTATION**





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 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.





**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.


F
          -
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Research
      And Development**





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





**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 banks' financial stability. Balances
      periodically exceed the $100,000 federal depository insurance limit. The Company
      has not experienced any losses on deposits.





**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.


F
          -
          5
 ***Table
          of Contents***




**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**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.  Based upon
      management's evaluation, impairment write-downs of some of the Company's assets
      was deemed necessary in the amounts of $1,500,000 and $6,089,420 for the years
      ended December 31, 2005 and 2004 respectively. 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
      payable approximate fair value because of the immediate or short-term maturity
      of these financial instruments.


F
          -
          6
 ***Table
          of Contents***


**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**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 six months ended June 30, 2006 and 2005:




2006
            
            2005Net
                (Loss)
            
            $
            1,732,731
            
            $
            (66,071
            )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 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


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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Recent
      Accounting Pronouncements** **(Continued)**





provisions
      of APB 25, which does not necessarily require the recognition of compensation
      cost in the financial statements (note 3(e)). Management is assessing the
      implications of this revised standard, which may materially impact the Company’s
      results of operations in the first quarter of fiscal year 2006 and thereafter.





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. The Company does not anticipate that the
      implementation of this standard will have a material impact on its 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
      its
      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 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


F
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          of Contents***




**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Recent
      Accounting Pronouncements** **(Continued)**





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.





**Reclassifications**





Certain
      amounts for the year ended December 31, 2004 have been reclassified to conform
      to the presentation of the December 31, 2005 amounts. The reclassifications
      have
      no effect on net loss for the year ended December 31, 2004.





**NOTE
      3-** **LIQUIDITY**





For
      the
      six months ended June 30, 2006 and 2005, the Company had net income (losses)
      of
      $1,732,731 and $(66,071), respectively, and (negative) positive cash flows
      of
      $(340) and $768, respectively.  The Company has been dependent on
      additional capital contributions from shareholders and debt financing to fund
      its cash requirements.





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


F
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      3-** **LIQUIDITY** **(CONTINUED)**





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.


**NOTE
      4-** **PROPERTY
      AND EQUIPMENT**





As
      of
      June 30, 2006 the Company has no property and equipment.




Property
      and equipment, at December 31, 2005 and 2004, consist of the following:




2005
            
            2004Machinery
                and equipment
            
            $
            14,734
            
            $
            14,734Water
                air machine
            
            
            -
            
            
            1,500,000Less:
                accumulated depreciation
            
            
            (9,448
            )
            
            (4,538
            )Property
                and equipment, net
            
            $
            5,286
            
            $
            1,510,196





Depreciation
      expense was $4,910 and $3,859 for the years ended December 31, 2005 and 2004,
      respectively.  Leasehold improvements of $822,420 were written-off as the
      building in Ronkonkoma, New York was abandoned. The Company acquired the water
      air machine for cash of $10,300 and a note for $1,489,700, which is currently
      owed (see Note 5).





**NOTE
      5-** **NOTE
      PAYABLE - DUE ON DEMAND**





During
      the year ended December 31, 2005, the Company defaulted on a note payable with
      an outstanding principal due in the amount of $1,489,700. The note was generated
      through the acquisition of the WAM (see note 6). The total purchase price was
      $1,500,000 of which $10,300 was paid at settlement. The WAM technology was
      deemed worthless at December 31, 2005 and was impaired in its entirety. There
      has been no attempt by the note holder to collect on the note during the year
      ended December 31, 2005.


F
          -
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      6-** **NOTES
      PAYABLE TO STOCKHOLDERS**





Notes
      payable to stockholders at December 31, 2005 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. The balance at December 31, 2005 and 2004 was $40,000
      respectively.  Interest in the amount of $4,000 was accrued in 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
      collateralized. The balance at December 31, 2005 and 2004 was $23,400,
      respectively.  Interest accrued totaled $2,340 and $2,340 for 2005 and
      2004, respectively.





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% at December 31, 2005) and the outstanding
      principal balance is due on demand.  The note is not collateralized. The
      balance at December 31, 2005 and 2004 was $640,270, respectively.  Interest
      accrued amounted to $39,216 and $39,216 for 2005 and 2004, 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 (7% at December 31, 2005) and the outstanding principal balance
      is due on demand.  The note is not collateralized. The balance at December
      31, 2005 and 2004 was $99,076 and $131,125, respectively. 
Interest accrued for 2005 was $5,637.





As
      part
      of the Chapter 11 filing, the Note Payable to Stockholder was canceled and
      not
      included in debts owed by the Company.





**NOTE
      7-** **STOCKHOLDERS
      EQUITY (DEFICIT)**





In
      connection with the Company's recapitalization (See Note 1), the Company filed
      amended articles of incorporation that changed the number of shares it is
      authorized to issue to 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.


F
          -
          11
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      7-** **STOCKHOLDERS
      EQUITY (DEFICIT)** **(CONTINUED)**





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 December 31, 2005, 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 financial statements.





On
      May
      25, 2004, Eastern Business Associates, Inc., Balboa Group, Inc., and Financial
      Investors, Inc. each acquired 43,002,350 shares of the Company’s stock
      (pre-split) or 19.4% of the outstanding shares resulting in a change in
      control of the Company. All three companies have the same Managing Director.





On
      July
      20, 2004, the Board of Directors adopted a resolution authorizing and approving
      a 200 to 1 reverse stock split with the effective date of August 9, 2004 and
      the
      trading symbol of the Company was changed to TMAX.





On
      August
      24, 2004, the Company entered into an Agreement with Groupo Aquinas SA whereby
      Groupo Aquinas SA assigned to the Company all the marketing and purchasing
      rights to water making technologies together with all related intellectual
      properties, including a Water Air Machine (WAM), which produces large quantities
      of drinkable water from the air at a low cost, in exchange for 50,000,000
      shares of common stock of the Company and $1,500,000 of which $10,300 was paid
      during 2004. The certificates will bear the appropriate 2-year restrictive
      legend. This issuance of stock changes the control of the Company to Groupo
      Aquinas SA, a company with the same Managing Director as the three former
      control companies.





The
      Company issued 156,000 shares of stock with a value of $156 for an intangible
      asset. The asset was later impaired for the full value.


F
          -
          12
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      7-** **STOCKHOLDERS
      EQUITY (DEFICIT)** **(CONTINUED)**





In
      the
      third quarter of 2004 the Company also issued 7,911,350 shares of common stock
      for services valued at $43,512 and converted $271,519 in notes payable to
      271,519 common shares of stock.





During
      the year 2004, the Company issued 42,499 shares of common stock in connections
      with various employment agreements.





The
      Company did not issue any shares for the year ended December 31, 2005.





**NOTE
      8-** **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 $51,193
      and $36,055 for the years ended December 31, 2005 and 2004, 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
      December 31, 2005, the Company has not advanced any money under this
      agreement.  At June 30, 2006, the Company had a receivable from Axial
      Vector of $311,339. These advances were made in connection with relocating
      this
      affiliated company to Ronkonkoma, New York and funding this affiliated company’s
      payroll.


F
          -
          13
 ***Table
          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      9-** **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
      June
      30, 2006 and 2005, deferred tax assets consist of the following:




2006
            
            2005Deferred
                tax asset
            
            $
            386,233
            
            $
            819,415Less:
                Valuation allowance
            
            
            (386,233
            )
            
            (819,415
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -





At
      June
      30, 2006 and 2005, the Company had accumulated deficits in the approximate
      amounts of $1,544,930 and $3,277,661, respectively, available to offset future
      taxable income through 2025. 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
      10-** **GOING
      CONCERN**





As
      shown
      in the accompanying consolidated financial statements, the Company incurred
      substantial net losses for the years ended December 31, 2005 and 2004. 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.


F
          -
          14
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          of Contents***





**TRANS
      MAX TECHNOLOGIES, INC. (Debtor in Possession)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2006 AND 2005**





**NOTE
      10-** **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
      11-** **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
      12-** **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.





**NOTE
      13-             
CANCELLATION OF NOTE PAYABLE THROUGH CHAPTER 11 REORGANIZATION**





The
      holder of the note payable with an outstanding principal due in the amount
      of
      $1,489,700 (see Note 5) was properly notified that the Company had begun
      bankruptcy proceedings (see Note 11) 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.








F
          -
          15
 ***Table
          of Contents***


**Item
      2.   Management’s Discussion and
      Analysis or Plan of Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. 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 are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. 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
      our
      operations and future prospects 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 also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning 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


4
 ***Table
          of Contents***


operations
      in the late summer of 2004 and began to shift our business to other
      opportunities in the area of new and developing technology. 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
      Proceedings**




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. We discontinued previous business operations in connection with
      filing the Chapter 11 bankruptcy petition. 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. The
      proposed plan was accepted by those creditors entitled to vote and a hearing
      on
      confirmation of our plan was held on April 26-27, 2006, with additional briefing
      submitted to the bankruptcy court following the hearing.





Subsequent
      to the reporting period, on August 15, 2006, the bankruptcy court entered an
      order denying confirmation of our chapter 11 plan. At this time, we are
      exploring our options which may include proposing a new plan of reorganization
      to the bankruptcy court. In the meantime, we continue to operate as a
      debtor-in-possession under chapter 11 of the bankruptcy code.





**Results
      of Operations for the three and six months ended June 30, 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 and six months ended June 30, 2006,
      we
      had no operating revenue, nor did we have operating revenue for the three and
      six months ended June 30, 2005.


5
 ***Table
          of Contents***





We
      incurred operating expenses in the amount of $50,639 for the three months ended
      June 30, 2006, and $55,434 for the six months ended June 30, 2006, compared
      to
      operating expenses in the amount of $35,505 and $39,282 for the same periods,
      respectively, ended June 30, 2005.





Due
      to
      the denial of certain disputed creditor claims during the pendency of our
      chapter 11 case, we took one-time cancellation of debt credits in the amount
      of
      $1,808,899 in the three and six months ended June 30, 2006. Setting aside these
      events, our net operating loss for the three months ended June 30, 2006 was
      $50,639 and $56,324 for the six months ended June 30, 2006, compared to net
      operating losses of $36,902 and $42,076 in the same three month and six month
      periods, respectively, ended June 30, 2005.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2006, we had current assets of $10. Our total current liabilities
      as of
      June 30, 2006 were $673,483. As a result, on June 30, 2006, we had a working
      capital deficit of $673,473.




At
      this
      time, we have no operations and no revenues. Although we intend to present
      a new
      plan of reorganization to the bankruptcy court, there is no guarantee that
      we
      will be able to obtain confirmation of any new plan, nor can there be any
      assurance that any new capital would be available to us or that adequate funds
      for our future operations, whether from our revenues, financial markets, or
      other arrangements will be available when needed or on terms satisfactory to
      us.





**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2006, there were no off balance sheet arrangements.





**Going
      Concern**





We
      incurred net losses for the three and six months ended June 30, 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.


6
 ***Table
          of Contents***





**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 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


7
 ***Table
          of Contents***


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.





**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 June 30, 2006. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Samuel Higgins. Based upon that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of June
      30, 2006, our disclosure controls and procedures are effective. There have
      been
      no changes in our internal controls over financial reporting during the quarter
      ended June 30, 2006.





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.


8
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          of Contents***





**PART
      II - OTHER INFORMATION**





**Item
      1.  Legal
      Proceedings**





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.   Defaults upon Senior
      Securities**





None





**Item
      4.     Submission of 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 June
      30,
      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 200299.1
            Order
                Denying Confirmation of Chapter 11
                Plan








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 ***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.**Date:
            August
                18, 2006By: 
                /s/ Samuel
                Higgins
              Mr. Samuel Higgins
              Title:**Chief
                Executive Officer and Director**











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