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, 2005[
      ]
    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)





503-471-1376(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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 59,445,024 common shares as of March 31,
2005





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








***Table of Contents***











**TABLE OF CONTENTS**
    **Page**PART
      I - FINANCIAL INFORMATIONItem
      1:
    Financial Statements
    3Item
      2:
    Plan of Operation
    4Item
      3:
    Controls and Procedures
    7PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    8Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    8Item
      3:
    Defaults Upon Senior Securities
    8Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    8Item
      5:
    Other Information
    8Item
      6:
    Exhibits
    8











2
 ***Table of Contents***





**PART
1 - FINANCIAL INFORMATION**





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





Our
unaudited condensed
consolidated financial statements included in this Form 10-QSB are as
follows:





(a)
    Condensed
      Consolidated Balance Sheet as of March 31, 2005
    (Unaudited).


(b)
    Condensed
      Consolidated Statements of Operations for the three month ended March 31,
      2005 and 2004 (Unaudited);


(c)
    Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2005 and 2004 (Unaudited);


(d)
    Notes
      to Condensed Consolidated Financial Statements
  (Unaudited).





These
unaudited condensed consolidated 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, 2005 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, 2005


(UNAUDITED)





**ASSETS**Current
      Asset:Cash
      and cash equivalents
    
    $
    1,342Total
      Current Asset
    
    
    1,342Receivable
      from affiliates
    
    
    311,339Property
      and equipment, net
    
    
    1,508,800**TOTAL
      ASSETS**
    
    $
    1,821,481**LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
      Liabilities:Accounts
      payable and accrued expenses
    
    $
    1,598,257Notes
      payable to stockholders
    
    
    772,747Total
      Current Liabilities
    
    
    2,371,004**Total
      Liabilities**
    
    
    2,371,004**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
    
    
    7,473,676Accumulated
      deficit
    
    
    (8,082,644
    )**Total
      Stockholders' Equity (Deficit)**
    
    
    (549,523
    )**TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
    
    $
    1,821,481






















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


TRANS MAX TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004
 (UNAUDITED)
 
 **THREE
      MONTHS ENDED****MARCH
      31,****2005**
    
    **2004****OPERATING
      REVENUES**Sales
    
    $
    -
    
    $
    -**COST
      OF SALES**
    
    
    -
    
    
    -**GROSS
      PROFIT**
    
    
    -
    
    
    -**OPERATING
      EXPENSES**General
      and administrative expenses
    
    
    3,777
    
    
    503,152Research
      and development
    
    
    -
    
    
    57,612Depreciation
      and amortization
    
    
    1,397
    
    
    673**Total
      Operating Expenses**
    
    
    5,174
    
    
    561,437**NET
      (LOSS) BEFORE OTHER (EXPENSES)**
    
    
    (5,174
    )
    
    (561,437
    )**OTHER
      (EXPENSES)**Interest
      expense
    
    
    (11,782
    )
    
    (9,817
    )**Total
      Other Expenses**
    
    
    (11,782
    )
    
    (9,817
    )**NET
      LOSS BEFORE PROVISION FOR INCOME TAXES**
    
    
    (16,956
    )
    
    (571,254
    )**Provsion
      for Income Taxes**
    
    
    -
    
    
    -**NET
      (LOSS) PER COMMON SHARE****OUTSTANDING**
    
    $
    (16,956
    )
    $
    (571,254
    )**WEIGHTED
      AVERAGE NUMBER OF COMMON****SHARES
      OUTSTANDING**
    
    
    21,483,159
    
    
    1,050,000**NET
      (LOSS) PER COMMON SHARE**
    
    $
    (0.0008
    )
    $
    (0.5441
    )
 
 
 
 
   F -
2
 ***Table of Contents***
 TRANS MAX TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOW
 FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004
 (UNAUDITED)
 
 **2005**
    
    **2004****CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      (loss)
    
    $
    (16,956
    )
    $
    (571,254
    )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activitiesDepreciation
    
    
    1,397
    
    
    673Imputed
      interest expense
    
    
    11,782
    
    
    7,056Common
      stock issued for services
    
    
    -
    
    
    35,339**Changes
      in assets and liabilities**Decrease
      in accounts receivable
    
    
    -
    
    
    1,260(Increase)
      in inventory
    
    
    -
    
    
    (13,864
    )(Increase)
      in other assets
    
    
    -
    
    
    (8,950
    )Increase
      in accounts payable
    
    
    -
    
    
    120,887Total
      adjustments
    
    
    13,179
    
    
    142,401**Net
      cash (used in) operating activities**
    
    
    (3,777
    )
    
    (428,853
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES**Purchase
      of property and equipment
    
    
    -
    
    
    (385,647
    )Decrease
      (Increase) in receivable from affiliates, net
    
    
    3,000
    
    
    (189,072
    )**Net
      cash provided by (used in) investing activities**
    
    
    3,000
    
    
    (574,719
    )**CASH
      FLOWS FROM FINANCING ACTIVITIES**Proceeds
      from notes payable to stockholders
    
    
    2,050
    
    
    664,500Cash
      contributed by stockholders
    
    
    -
    
    
    369,171**Net
      cash provided by financing activities**
    
    
    2,050
    
    
    1,033,671**NET
      INCREASE IN****CASH
      AND CASH EQUIVALENTS**
    
    
    1,273
    
    
    30,099**CASH
      AND CASH EQUIVALENTS -****BEGINNING
      OF PERIOD**
    
    
    69
    
    
    9,259**CASH
      AND CASH EQUIVALENTS - END OF PERIOD**
    
    $
    1,342
    
    $
    39,358**SUPPLEMENTAL
      CASH FLOW INFORMATION**Cash
      paid during the year for interst
    
    $
    -
    
    $
    2,701




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


****


**TRANS
MAX TECHNOLOGIES, INC.**


**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED)**
 
 
 
 **NOTE
1-**  **ORGANIZATION
AND BASIS OF PRESENTATION**
 
 The
condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The condensed financial statements and notes are
presented as permitted on Form 10-QSB and do not contain information included in
the Company’s annual statements and notes. 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, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the December 31, 2004 audited financial
statements and the accompanying notes thereto. While management believes the
procedures followed in preparing these condensed financial statements are
reasonable, the accuracy of the amounts are in some respects dependent upon the
facts that will exist, and procedures that will be accomplished by the Company
later in the year.
 
 These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods
presented.
 
 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.
   F -
4
 ***Table of Contents***
  **TRANS
MAX TECHNOLOGIES, INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED)**






**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.





**Principles
Of Consolidation**





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary. All significant intercompany 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.








F -
5
 ***Table of Contents***
  **TRANS
MAX TECHNOLOGIES, INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED)**
   **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. Based upon
management's evaluation, an impairment write-down of some of the Company's
assets was deemed necessary in the amount of $6,089,420.








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







**TRANS
MAX TECHNOLOGIES, INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED)**




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





**Goodwill
And Intangible Assets**





In July
2004, the Company acquired Bogner Industries for 31,200,000 shares of common
stock. Upon purchase, the Company determined that the acquisition of this
company’s assets were completely impaired, and such wrote off the entire
acquisition amount of $4,992,000, the fair value of the stock at the time of
acquisition.





The
Company issued 50,000,000 shares of common stock for various intellectual
property, which was valued at $275,000. The Company has determined that this
amount should be impaired at September 30, 2004.





The
Company accounts for its impairment in accordance with FASB 142, “Goodwill and
Other Intangible Assets.”





**Fair
Value Of Financial Instruments**





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








**Loss
Per Share**





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














F -
7
 ***Table of Contents***


**TRANS
MAX TECHNOLOGIES, INC.**
**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
**MARCH
31, 2005 AND 2004**
**(UNAUDITED**


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


**Loss
Per Share (Continued)**




The
following is a reconciliation of the computation for basic and diluted
EPS:





March
      31,
    
    March
      31,2005
    
    2004Net
      (Loss)
    
    $
    (16,956
    )
    $
    (571,254
    )Weighted-average
      common sharesoutstanding
      (Basic)
    
    
    21,483,159
    
    
    1,050,000Weighted-average
      common sharesequivalents:Stock
      Options
    
    
    -
    
    
    -Warrants
    
    
    -
    
    
    -Weighted-average
      common sharesoutstanding
      (Diluted)
    
    
    21,483,159
    
    
    1,050,000


The
Company has no potentially dillutive 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”). SFAS 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 SFAS 123R include stock options, restricted
stock plans, performance-based awards, stock appreciation rights, and employee
share purchase plans. The provisions of SFAS 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)). 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.









F -
8
 ***Table of Contents***
 
 **TRANS
MAX TECHNOLOGIES, INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED**




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


****


**Recent Accounting Pronouncements (Continued)**





In
November 2004, the FASB issued Financial Accounting Standards No. 151 (FAS 151),
“ *Inventory
Costs - an amendment of ARB No. 43, Chapter 4* ”. FAS
151 clarifies the accounting for abnormal amounts of idle facility expense,
freight, handling costs and spoilage. In addition, FAS 151 requires companies to
base the allocation of fixed production overhead to the costs of conversion on
the normal capacity of production facilities. FAS 151 is effective for the
Company in 2006. The Company does not expect FAS 151 to have a material impact
on its results or financial statements.





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* ” (" SFAS
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 SFAS 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. SFAS 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.




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





For the
three months ended March 31, 2005, the Company had a net loss of ($16,956) and
($571,254) for the same period in 2004. For the three months ended March 31,
2005 and 2004, the Company had $13,179 and $142,401 positive cash flows from
operations, respectively. The Company has been dependent on additional
capital contributions from shareholders and debt financing to fund its cash
requirements.










F -
9
 ***Table of Contents***


**TRANS
MAX TECHNOLOGIES, INC.**
**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
**MARCH
31, 2005 AND 2004**
**(UNAUDITED**


**NOTE
3-**  **** **LIQUIDITY**  **(Continued)**





To assist
with funding its operations, the Company's majority stockholders contributed
additional paid-in capital of $0 and $369,171 and additional loans of $2,050 and
$664,500 during the three months ended March 31, 2005 and 2004, respectively.
During 2005 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 2005 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**





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





Machinery
and
equipment                      
$    14,734


Water air
machine 1,500,000


Less
accumulated
depreciation   (5,934)


Property
and equipment,
net $1,508,800





Depreciation
expense was $1,397 and $673 for the three months ended March 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 currently owes $1,489,700.








F -
10
 ***Table of Contents***





**TRANS
MAX TECHNOLOGIES, INC.**
**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
**MARCH
31, 2005 AND 2004**
**(UNAUDITED**





**NOTE
5-**  **** **NOTES
PAYABLE TO STOCKHOLDERS**





Notes
payable to stockholders at March 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. $40,000





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





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 and the outstanding principal balance is due on
demand. The note is not collateralized. $640,270.  The Company is
examining the validity of this note and its obligations thereunder.





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. $69,077.





Total
notes payable to
stockholders $772,747


======





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





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





The
Company's articles of incorporation also authorize the issuance of up to
10,000,000 shares of preferred stock with characteristics determined by the
Company's board of directors. As of March 31, 2005, the Company has not
issued any preferred stock.











F -
11
 ***Table of Contents***
 
 **TRANS
MAX TECHNOLOGIES, INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
31, 2005 AND 2004**
 **(UNAUDITED**


**NOTE
6-**  **** **STOCKHOLDERS
EQUITY (DEFICIT) (Continued)**





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
12, 2004, the Company issued 500 shares restricted shares to a consulting firm
for the introduction of business opportunities. The cost associated with
this issuance has been charged to consulting expense in the second
quarter.





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 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 in the third quarter also issued 7,911,350 shares of common stock for
services valued at $43,512.





The
Company in the third quarter converted $271,519 in notes payable to 271,519
common shares of stock.










F -
12
 ***Table of Contents***


**TRANS
MAX TECHNOLOGIES, INC.**
**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
**MARCH
31, 2005 AND 2004**
**(UNAUDITED**





**NOTE
6-**  **** **STOCKHOLDERS
EQUITY (DEFICIT) (Continued)**





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 in the first quarter in 2005.




**NOTE
7-**  **RELATED
PARTY TRANSACTIONS**





The
Company has entered into four note payable agreements with certain individual
stockholders (See Note 5). Imputed interest on these notes totaled $11,782,
which were contributed to capital and included in additional paid-in
capital. The Company has a license agreement with its Chief Scientist for
its ignition system product line whereby it has acquired all of his rights to
patents, trademarks, technical information and trade secrets through November
30, 2021 by payment of a yearly license fee of $1,000.





In
November 2003, the Company agreed to provide a $1.5 million line of credit to
provide products and services to Aero Marine Engine, Inc., a company owned by
the majority stockholders of the Company. Pursuant to the agreement between
the Company and Aero Marine Engine, Inc., for every $2 paid to the Company by
Aero Marine Engine, Inc., the Company will extend $1 of credit, up to a maximum
of $1.5 million dollars. As of March 31, 2005, the Company has not advanced
any money under this agreement.  At March 31, 2005, the Company had a
receivable from Aero Marine 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.





**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.










F -
13
  **TRANS
MAX TECHNOLOGIES, INC.**
**NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
**MARCH
31, 2005 AND 2004**
**(UNAUDITED**
 **NOTE
8-** **PROVISION
FOR INCOME TAXES (Continued)**





At March
31, 2005, deferred tax assets consist of the following:





Deferred
taxes due to net
operating                      
-


Loss
carryforwards $712,200


Less:
valuation
allowance (712,200)


$     
 -0-


=======





At March
31, 2005, the Company had an accumulated deficit in the approximate amount of
$2,094,700 available to offset future taxable income through 2024. The Company
established valuation allowances equal to the full amount 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, 2005 and for the
years ended December 31, 2004 and 2003. 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.





The
condensed 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.









F -
14
 ***Table of Contents***




**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 Exchange
Act of 1934, as amended. Actual results may differ materially from those
included in the forward-looking statements. The Company intends 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 is 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
the Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
expressions. The Company’s 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 the Company on
a consolidated basis include, but are not limited to changes in economic
conditions generally and the development of water making technology
industry , 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 the Company and
its business, including additional factors that could materially affect the
Company’s financial results, is included herein and in the Company’s other
filings with the Securities and Exchange Commission.





**Overview**





We were
incorporated in 1993 in the state of Texas under the name Perma-Tune
Electronics, Inc. On July 21, 2003 we 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 our 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, our control was shifted to the former shareholders of Trans Max and
this transaction was treated as a recapitalization.  As a part of this
recapitalization, we changed our name to Trans Max Technologies,
Inc.





From July
of 2003 until May of 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. We previously sold our product through a well
established network of wholesale distributors. During that time, we continued to
develop new product lines in order to supply repair and performance parts for a
variety of cars, trucks, and boats, as well as developing new ignition
technologies that will increase an engines performance while improving fuel
economy. The ignition control module in an internal combustion engine creates
the energy to form the spark which begins the chain reaction of combustion. In
conventional automobiles, the ignition control module feeds energy to the
ignition coil to amplify that energy. The energy is then distributed by a
distributor to the spark plugs which produce the spark to ignite the fuel-air
mixture in the combustion chamber.




In May
2004, we had a change in management. Following this change in management, we
reorganized our operations and sought other business opportunities for
acquisition.







4
 ***Table of Contents***





On August
24, 2004, we entered into an Agreement with Groupo Acquinas SA (“Groupo”)
whereby Groupo would assign to us all the marketing and purchasing rights it
acquired from Victor Vartovy & Company (“VVC”). Groupo entered into an
Exclusive Purchase Agreement with VVC and acquired all the ownership purchase
rights to water making technologies together with all related intellectual
properties, including the Water Air Machine (“WAM”), which produces large
quantities of drinkable water from the air at a low cost. Samuel J. Higgins, an
officer of our company, a member of our board of directors, and majority
shareholder, is the managing director of Groupo Acquinas SA.





On August
24, 2004, we entered into a Joint Venture Agreement (“Agreement”) with Adaptive
Propulsion Systems, LLC (“Adaptive”). Adaptive is a subsidiary of Tactronics,
Inc., a major supplier of equipment to the United States Special Forces Command.
Under this Agreement, Adaptive will finance further development of WAM, improve
and optimize WAM performance, and develop and incorporate a security system for
WAM. Adaptive can utilize its expertise to modify the WAM; however, we will have
all rights to any patentable technology that emerges. Also under the terms of
this Agreement, we will grant Adaptive the exclusive right to utilize this
technology for the military of all NATO countries. We will receive 20% of the
gross revenue from all sales of WAM by Adaptive. Adaptive will receive 5% of the
gross revenue from all of our sales to non-military purchasers. This agreement
is for a term of 20 years unless revised by joint agreement of the parties.





We have
delayed proceeding forward with the Agreement due to our insufficient level of
financing. As a result, our efforts currently are focused on raising the
requiring financing to execute our business plan. There is no guarantee that we
will be able to raise enough capital or generate revenues to support our
business plan and operate a cash flow positive company. Upon securing additional
financing, we will proceed forward under the Agreement with
Adaptive.





We
currently have no business activities. Due to our inability to secure funding,
we are unable to implement our business plan. Over the next 12 months our plan
is to secure additional financing opportunities in order to proceed with an
active business operation. Given our lack of success in generating any
discussions, we plan to retain a consultant to assist us identifying additional
financing, but have not retained a consultant at the present time. Our plan of
operation is to continue our attempts to identify and evaluate financing
opportunities in order to proceed with an active business
operation.





We
currently have forecasted the expenditure of approximately $20,000 during the
next twelve months in order to remain in compliance with the Securities Exchange
Act of 1934, retain a consultant, and to identify additional financing. We can
provide no assurance that we will be successful in acquiring additional
financing to implement our current business plan. We can provide no assurance
that we will receive additional financing if sought.





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, Dr.
Raymond Brouzes. We do not anticipate hiring any employees until such time as we
are able to acquire any additional financing.








5
 ***Table of Contents***





Assets





As of
March 31, 2005, we had current assets of $1,342 consisting sole of cash and cash
equivalents. As of March 31, 2005, we had total assets in the amount of
$1,821,481. As of March 31, 2005, we had an accounts receivable from an
affiliate in the amount of $311,339 and property and equipment in the amount of
$1,508,800.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of March 31, 2005 were $2,371,004. On March 31, 2005 our
liabilities consisted of accounts payable and accrued expensed in the amount of
$1,598,257, notes payable to stockholders in the amount of
$772,747.





As of
March 31, 2005, there was a Stockholders’ deficit of $549,523.





Results
of Operations





We have
not had any business operations since May 2004. As a result, we did not earn any
revenue during the three months ended March 31, 2005 or in the same reporting
period in the prior year.





We
incurred operating expenses in the amount of $5,174 for the three months ended
March 31, 2005, compared to operating expenses of $561,437 for the three months
ended March 31, 2004. Our operating expenses for the three months ended March
31, 2005 were entirely attributable to general and administrative and
depreciation and amortization expenses. The significant decrease in our
operating expenses is attributable to us ceasing operations and reorganizing our
business.





We have
incurred a net loss of $16,956 for the three month period ended March 31, 2005,
compared to $571,254 for the three month period ended March 31, 2004. Our losses
for the three months ended March 31, 2005 and 2004 are entirely attributable to
operating expenses.





Liquidity
and Capital Resources





As of
March 31, 2005, we have cash in the amount of $1,342. We had a working capital
deficit of $2,369,662 on March 31, 2005. As a result, we had insufficient
capital to complete our business plan.





We have
not attained profitable operations and are dependent upon obtaining financing to
complete our business plan over the next 12 months. We can provide no assurance
that we will receive any additional financing. For these reasons, our auditors
have stated in their report that they have substantial doubt about our ability
to continue as a going concern.





Going
Concern





As shown
in the accompanying condensed consolidated unaudited financial statements, we
incurred substantial net losses for the periods ended March 31, 2005 and 2004
and for the years ended December 31, 2004 and 2003. There is no guarantee
whether we will be able to generate enough revenue and/or raise capital to
support those operations. For these reasons, our auditors have raised
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 its operations. Management believes we can raise











6
 ***Table of Contents***





the
appropriate funds needed to support our business plan and operate a cash flow
positive company.





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





Off
Balance Sheet Arrangements





As of
March 31, 2005, there were no off balance sheet arrangements.





**Item 3.   Controls and 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, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Dr. Raymond Brouzes. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective. There have been no significant
changes in our internal controls or in other factors, which could significantly
affect internal controls subsequent to the date we carried out our
evaluation.





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 Securities and Exchange
Commission'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 are
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. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. 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.





7
 ***Table 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, 2004.





**Item 2.   Unregistered Sales of Equity
Securities and Use of Proceeds**





None.





**Item 3.     Defaultsupon Senior
Securities**





None.





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





No
matters have been submitted for a vote of our security holders during the
reporting period, through the solicitation of proxies or otherwise.





**Item 5.     OtherInformation**





Subsequent
to the reporting period on May 13, 2005, we accepted the resignation of Frances
Langford as Secretary, Treasurer and Director.





Also on
May 13, 2005, our board of directors appointed Mr. Samuel J. Higgins to serve as
our Secretary, Treasurer and Director. We have not entered into an employment
agreement with Mr. Higgins. Since 1995, Mr. Higgins has served as Senior
Managing Director of IEP, International Equity Partners a private equity firm
with offices in Mexico, India and the United Arab Emirates. Mr. Higgins also is
a director of Aero Marine Engine, Inc. and Magellan Industries, Inc., both
reporting companies. On August 24, 2004, we entered into an Agreement with
Groupo Acquinas SA (“Groupo”) whereby Groupo assigned to us all the marketing
and purchasing rights of Victor Vartovy & Company (“VVC”). Groupo is a
majority shareholder of our company and Mr. Samuel J. Higgins is the beneficial
holder of shares held by Groupo.





**Item 6.      Exhibits**





**Exhibit
      Number**
    **Description
      of Exhibit****10.1**
    Joint Venture Agreement with Adaptive Propulsion
      Systems, LLC**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 2002**31.2**
    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 2002**32.1**
    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











8
 ***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:
    May
      23, 2005By:/s/  Raymond
      Brouzes
      Dr.
      Raymond Brouzes
      Title:**Chief
      Executive Officer and Chief Financial
Officer**









9
 ******