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<title>Form S-8</title>
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<p align="center"><b>As filed with the Securities and Exchange Commission on September&nbsp;23, 2004</b></p>

<p align="right"><b>Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>

<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION<br />
Washington, D.C. 20549</b></p>

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<p align="center"><b>FORM S-8<br />
REGISTRATION STATEMENT<br />
UNDER<br />
THE SECURITIES ACT OF 1933</b></p>

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<p align="center"><b>TRANS MAX TECHNOLOGIES, INC.<br />
</b>(Exact Name of Registrant as Specified in Its Charter)</p>

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<p align="center"><b>Nevada</b><br />
 (State or Other Jurisdiction of<br />
 Incorporation or Organization)</p>
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<p>&nbsp;</p>
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<p align="center">7473 West Lake Mead Boulevard<br />
 Las Vegas, Nevada&nbsp; 89128<br />
 (Address of Principal Executive<br />
 Offices Including Zip Code)</p>
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<p>&nbsp;</p>
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<p align="center">42-1599830<br />
 (I.R.S. Employer<br />
 Identification No.)<br />
<br />
 &nbsp;</p>
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<p align="center"><b>NINO INVESTMENT TRUST CONSULTING FEE AGREEMENT</b><br />
(Full Title of the Plan)</p>

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<p align="center"><b>Raymond Brouzes, President<br />
Trans Max Technologies, Inc.<br />
7473 West Lake Mead Boulevard<br />
Las Vegas, Nevada 89128</b><br />
(Name and Address of Agent for Service)</p>

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<p align="center"><b>Patrick C. Clary, Esq.<br />
Patrick C. Clary, Chartered<br />
7201 West Lake Mead Boulevard<br />
Suite 503<br />
Las Vegas, Nevada 89128<br />
(702) 382-0813</b><br />
(Telephone Number, including Area Code, of Agent for Service)</p>

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<p align="center"><b>CALCULATION OF REGISTRATION FEE</b></p>

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<p align="center"><b>Title of Securities<br />
 to be Registered</b></p>
</td>
<td valign="bottom">
<p align="center"><b>&nbsp;</b></p>
</td>
<td valign="bottom">
<p align="center"><b>Amount to be<br />
 Registered(1)</b></p>
</td>
<td valign="bottom">
<p align="center"><b>&nbsp;</b></p>
</td>
<td valign="bottom">
<p align="center"><b>Proposed Maximum<br />
 Offering Price<br />
 Per Share(2)</b></p>
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<p align="center"><b>&nbsp;</b></p>
</td>
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<p align="center"><b>Proposed Maximum<br />
 Aggregate<br />
 Offering Price</b></p>
</td>
<td valign="bottom">
<p align="center"><b>&nbsp;</b></p>
</td>
<td valign="bottom">
<p align="center"><b>Amount of<br />
 Registration Fee</b></p>
</td>
</tr>

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<p>Common Stock, $0.001 par value</p>
</td>
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<p>&nbsp;</p>
</td>
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<p align="center">2,400,000</p>
</td>
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<p>&nbsp;</p>
</td>
<td valign="bottom">
<p align="center">$.01</p>
</td>
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<p>&nbsp;</p>
</td>
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<p align="center">$24,000</p>
</td>
<td valign="bottom">
<p>&nbsp;</p>
</td>
<td valign="bottom">
<p align="center">$3.05</p>
</td>
</tr>

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<p align="justify">(1)&nbsp; Represents Common Shares to be issued pursuant to a Consulting Fee Agreement dated August 25, 2004 between the
Registrant and Nino Investment Trust for services rendered and to be rendered by Nino Investment the Registrant relating to (A)
assisting the Company in all international banking services in developing its (i) business model and corporate structure, (ii)
product market positioning, and (iii) strategizing the marketing of industry related products, and (B) performing certain advisory
services in connection with potential acquisitions and corporate strategy.&nbsp; The Director General of Nino Investment Trust is
Nicole Yang.</p>

<p>(2)&nbsp; Estimated solely for the purpose of calculating the amount of the registration fee.</p>

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<p align="center"><b>PART II<br />
<br />
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>

<p><b>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference.</b></p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated herein by reference are the following documents filed by Trans Max
Technologies, Inc. (the &ldquo;Registrant&rdquo;), with the Securities and Exchange Commission (the &ldquo;Commission&rdquo;) under
the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;)</p>

<p align="justify">Annual report on Form 10-KSB for the year ended December 31, 2003;</p>

<p align="justify">Registrant&rsquo;s Quarterly Reports on Form&nbsp;10-QSB for the fiscal quarters ended March 30, 2004 and June 30, 2004;</p>

<p align="justify">The description of Registrant&rsquo;s Common Stock contained in Registrant's Registration Statement on Form&nbsp;10SB12G, as
amended, filed with the Commission (File No. 000-31631) filed with the Commission on September 27, 2000.</p>

<p><b>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

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<p><b>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel.</b></p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters in connection with the offering of securities registered
hereunder are being passed upon for the Registrant by Patrick C. Clary, Chartered, 7201 West Lake Mead Boulevard, Suite 503, Las
Vegas, Nevada 89128.</p>

<p><b>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article X. and Article XI to the Articles of Incorporation provides as
follows:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article X.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The personal liability of the directors of the Corporation is hereby eliminated to the
fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article XI.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation shall, to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented, indemnify any an all persons whom it shall have power to indemnify under said Law
from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a
person.</p>

<pre><font face="Times New Roman" size="3">Further, Article 10. of the Registrant&rsquo;s By-Laws, provides as follows:</font></pre>

<pre><font face="Times New Roman" size="3">      Section 10.1.  <u>Definitions</u>.  In this Article:</font>
</pre>

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

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;"Proceeding" means any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative,
any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or
proceeding.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2&nbsp;&nbsp;&nbsp;<u>Indemnification</u>.</p>

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3&nbsp;&nbsp;&nbsp;<u>Successful Defense</u>.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Without limitation of Section 10.2 and
in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable
expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent
because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or
otherwise, in defense of the Proceeding.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4&nbsp;&nbsp;&nbsp;<u>Determinations.</u></p>

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5&nbsp;&nbsp;&nbsp;<u>Advancement of Expenses</u>.</p>

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6&nbsp;&nbsp;&nbsp;<u>Employee Benefit Plans</u>.</p>

<p align="justify">&nbsp; For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit
plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to
the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit
plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7&nbsp;&nbsp;&nbsp;<u>Other Indemnification and
Insurance</u>.</p>

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8&nbsp;&nbsp;&nbsp;<u>Notice</u>.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the
next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately
following the date of the indemnification or advance.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.9&nbsp;&nbsp;&nbsp;<u>Construction</u>.</p>

<p align="justify">&nbsp; The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without
limitation, the Florida General Corporation Law, and, in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be
deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and
effect.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.10&nbsp;&nbsp;&nbsp;<u>Continuing Offer,
Reliance, etc</u>.</p>

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

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.11&nbsp;&nbsp;&nbsp;<u>Effect of
Amendment</u>.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right
of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any
such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or be asserted.</p>

<p align="justify">Further, Nevada Revised Statutes provide as follows:</p>

<p align="justify">Subsection 7 of NRS 78.138 - Directors And Officers: Exercise Of Powers; Performance Of Duties; Presumptions And Considerations;
Liability To Corporation And Stockholders - Provides:</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; "7.&nbsp; Except as otherwise provided in NRS 35.230, 90.660, (91.250, 452.200, 452.270, 668.045
and 694A.030, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result
of any act or failure to act in his capacity as a director or officer unless it is proven that:</p>

<p>His act or failure to act constituted a breach of his fiduciary duties as a director or officer; and</p>

<p>His breach of those duties involved intentional misconduct, fraud or a knowing violation of law."</p>

<p>NRS &ldquo;78.747.&nbsp; Liability Of Stockholder, Director Or Officer For Debt Or Liability Of Corporation.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp; Except as otherwise provided by specific statute, no stockholder, director
or officer of a corporation is individually liable for a debt or liability of the corporation, unless the stockholder, director or
officer acts as the alter ego of the corporation.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp; A stockholder, director or officer acts as the alter ego of a corporation
if:</p>

<p>The corporation is influenced and governed by the stockholder, director or officer;</p>

<p>There is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from
each other; and</p>

<p>Adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp; The question of whether a stockholder, director or officer acts as the alter ego
of a corporation must be determined by the court as a matter of law."</p>

<p>NRS &ldquo;78.7502.&nbsp; Discretionary And Mandatory Indemnification Of Officers, Directors, Employees And Agents: General
Provisions.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp; A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he:</p>

<p align="justify">Is not liable pursuant to NRS 78.138 [directors and officers duty to exercise their powers in good faith and with a view to the
interests of the corporation]; or<br />
<br />
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.</p>

<p align="justify">The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in
good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that,
with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.<br />
<br />
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp; A corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or suit if he:</p>

<p align="justify">Is not liable pursuant to NRS 78.138; or</p>

<p align="justify">Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp; To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."</p>

<p align="justify">NRS &ldquo;78.751.&nbsp; Authorization Required For Discretionary Indemnification; Advancement Of Expenses; Limitation On
Indemnification And Advancement Of Expenses.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp; Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination
must be made:</p>

<p>By the stockholders;</p>

<p>By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding;<br />
<br />
If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or</p>

<p align="justify">If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.<br />
<br />
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp; The articles of incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp; The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized
in or ordered by a court pursuant to this section:<br />
<br />
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the cause of action.</p>

<p align="justify">Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person."<br />
<br />
NRS &ldquo;78.752.&nbsp; Insurance And Other Financial Arrangements Against Liability Of Directors, Officers, Employees And
Agents.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp; A corporation may purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp; The other financial arrangements made by the corporation pursuant to subsection 1
may include the following:</p>

<p>The creation of a trust fund.</p>

<p>The establishment of a program of self-insurance.</p>

<p>The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the
corporation.</p>

<p align="justify">The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp; Any insurance or other financial arrangement made on behalf of a person pursuant
to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of
the other person's stock or other securities is owned by the corporation.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.&nbsp; In the absence of fraud:</p>

<p align="justify">The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is
conclusive; and</p>

<p>The insurance or other financial arrangement:</p>

<p>Is not void or voidable; and</p>

<p>Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial arrangement.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.&nbsp; A corporation or its subsidiary which provides self-insurance for itself or for
another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS."</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The effect of the foregoing is to require the Registrant to the extent permitted by law to
indemnify the officers, directors, employees and agents of the Registrant for any claim arising against such persons in their
official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the
&ldquo;Securities Act&rdquo;) may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.</p>

<p><b>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<p><b>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</b></p>

<table border="0" cellspacing="0" cellpadding="0" width="735">
<tr>
<td valign="top">
<p>Exhibits<br />
 &nbsp;</p>
</td>
<td valign="top"></td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
</tr>

<tr>
<td valign="top">
<p>5.1</p>
</td>
<td valign="top">
<p>Opinion of Patrick C. Clary, Chartered as to the legality of the Common Shares issuable pursuant to the Consulting Fee Agreement
dated September 23, 2004<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>10.1</p>
</td>
<td valign="top">
<p>Consulting Fee Agreement dated August 25, 2004 between the Registrant and Nino Investment Trust<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>23.1</p>
</td>
<td valign="top">
<p>Consent of Ham,&nbsp; Langston &amp; Brezina, L.L.P<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>23.2</p>
</td>
<td valign="top">
<p>Consent of Patrick C. Clary, Chartered (included in the opinion filed as Exhibit 5.1 hereto)<br />
 &nbsp;</p>
</td>
</tr>
</table>

<div align="center">
<hr size="2" width="100%" noshade color="#aca899" align="center" />
</div>

<p><b>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;Undertakings.</b></p>

<p>(a)&nbsp;&nbsp; The undersigned Registrant hereby undertakes:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;To include any prospectus required by
Section&nbsp;10(a)(3) of the Securities Act;</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20&nbsp;percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement;</p>

<p align="justify">provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.</p>

<div align="center">
<hr size="2" width="100%" noshade color="#aca899" align="center" />
</div>

<p align="center"><b>SIGNATURES</b></p>

<p>&nbsp; Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on the 23rd day of September,
2004.</p>

<table border="0" cellspacing="0" cellpadding="0" width="100%">
<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;</p>
</td>
<td colspan="2" valign="top">
<p><b>TRANS MAX TECHNOLOGIES, INC.</b></p>
</td>
</tr>

<tr>
<td valign="top">
<p><br />
 &nbsp;</p>
</td>
<td valign="top">
<p><br />
 &nbsp;</p>
</td>
<td valign="top">
<p><br />
 By:</p>
</td>
<td valign="top">
<p><br />
 /s/&nbsp;&nbsp;<u>Raymond Brouzes</u></p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<div align="center">
<hr size="2" width="100%" noshade color="#aca899" align="center" />
</div>

<p>Name:&nbsp;&nbsp;Raymond Brouzes<br />
 Title:&nbsp;&nbsp;&nbsp;&nbsp;President</p>
</td>
</tr>
</table>

<div align="center">
<hr size="2" width="100%" noshade color="#aca899" align="center" />
</div>

<p align="center"><br />
<br />
<br />
<b>EXHIBIT INDEX<br />
&nbsp;</b></p>

<table border="0" cellspacing="0" cellpadding="0" width="776">
<tr>
<td valign="top">
<p>Exhibit Number</p>
</td>
<td valign="top">
<p><br />
 Description of Exhibit<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
</tr>

<tr>
<td valign="top">
<p>5.1</p>
</td>
<td valign="top">
<p>Opinion of Patrick C. Clary, Chartered as to the legality of the Common Shares issuable pursuant to the Consulting Fee Agreement
dated September 23, 2004<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>10.1</p>
</td>
<td valign="top">
<p>Consulting Fee Agreement dated August 25, 2004 between the Registrant and Nino Investment Trust<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>23.1</p>
</td>
<td valign="top">
<p>Consent of Ham, Langston &amp; Brezina, L.L.P<br />
 &nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p>23.2</p>
</td>
<td valign="top">
<p>Consent of Patrick C. Clary, Chartered (included in the opinion filed as Exhibit 5.1 hereto)</p>
</td>
</tr>
</table>

<div align="center">
<hr size="2" width="100%" noshade color="#aca899" align="center" />
</div>
</div>
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "forms8trans.htm", "secsgml_size_bytes": 45608}]
{"company-data": {"conformed-name": "TRANS MAX TECHNOLOGIES INC", "cik": "0001074663", "assigned-sic": "3711", "irs-number": "752510791", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119233", "film-number": "041043601"}, "business-address": {"street1": "7473 LAKE MEAD BOULEVARD", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "702-382-3377"}, "mail-address": {"street1": "7473 LAKE MEAD BOULEVARD", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}, "former-company": {"former-conformed-name": "PERMA TUNE ELECTRONICS INC", "date-changed": "20010423"}}
Form S-8
As filed with the Securities and Exchange Commission on September 23, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANS MAX TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
7473 West Lake Mead Boulevard
Las Vegas, Nevada  89128
(Address of Principal Executive
Offices Including Zip Code)
42-1599830
(I.R.S. Employer
Identification No.)
NINO INVESTMENT TRUST CONSULTING FEE AGREEMENT
(Full Title of the Plan)
Raymond Brouzes, President
Trans Max Technologies, Inc.
7473 West Lake Mead Boulevard
Las Vegas, Nevada 89128
(Name and Address of Agent for Service)
Patrick C. Clary, Esq.
Patrick C. Clary, Chartered
7201 West Lake Mead Boulevard
Suite 503
Las Vegas, Nevada 89128
(702) 382-0813
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $0.001 par value
2,400,000
$.01
$24,000
$3.05
(1)  Represents Common Shares to be issued pursuant to a Consulting Fee Agreement dated August 25, 2004 between the
Registrant and Nino Investment Trust for services rendered and to be rendered by Nino Investment the Registrant relating to (A)
assisting the Company in all international banking services in developing its (i) business model and corporate structure, (ii)
product market positioning, and (iii) strategizing the marketing of industry related products, and (B) performing certain advisory
services in connection with potential acquisitions and corporate strategy.  The Director General of Nino Investment Trust is
Nicole Yang.
(2)  Estimated solely for the purpose of calculating the amount of the registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
Incorporated herein by reference are the following documents filed by Trans Max
Technologies, Inc. (the "Registrant"), with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
Annual report on Form 10-KSB for the year ended December 31, 2003;
Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 30, 2004 and June 30, 2004;
The description of Registrant's Common Stock contained in Registrant's Registration Statement on Form 10SB12G, as
amended, filed with the Commission (File No. 000-31631) filed with the Commission on September 27, 2000.
Item 4.    Description of Securities.
Not applicable.
Item 5.    Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of securities registered
hereunder are being passed upon for the Registrant by Patrick C. Clary, Chartered, 7201 West Lake Mead Boulevard, Suite 503, Las
Vegas, Nevada 89128.
Item 6.    Indemnification of Directors and Officers.
Article X. and Article XI to the Articles of Incorporation provides as
follows:
Article X.
The personal liability of the directors of the Corporation is hereby eliminated to the
fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented.
Article XI.
The Corporation shall, to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented, indemnify any an all persons whom it shall have power to indemnify under said Law
from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a
person.
Further, Article 10. of the Registrant's By-Laws, provides as follows:
Section 10.1.
Definitions
.  In this Article:
(a) "Indemnitee" means (i) any present or former
Director, advisory director or officer of the Company, (ii) any person who while serving in any of the  capacities referred to
in clause (i) hereof served at the Company's request  as a director, officer, partner, venturer, proprietor, trustee,
employee,  agent or similar functionary of another foreign or domestic corporation,  partnership, joint venture, trust,
employee benefit plan or other  enterprise, and (iii) any person nominated or designated by (or pursuant to  authority
granted by) the Board of Directors or any committee thereof to  serve in any of the capacities referred to in clauses (i) or
(ii) hereof.
(b)   "Official Capacity"
means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person
other than a Director, the elective or appointive office of the Company held by such person or the employment or agency
relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or
domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c)   "Proceeding" means any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative,
any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or
proceeding.
10.2
Indemnification
.
The Company shall indemnify every
Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable
expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named
defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or
in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in
Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in
all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an
Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the
Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful
or intentional misconduct in the performance of his duty to the Company. Except as provided in the immediately preceding proviso to
the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in
which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether
or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Company. The
termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is
not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first
sentence of this Section 10.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter
only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for
the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the
Indemnitee is alleged or proven.
10.3
Successful Defense
.
Without limitation of Section 10.2 and
in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable
expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent
because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or
otherwise, in defense of the Proceeding.
10.4
Determinations.
Any indemnification under
Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that
indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time
of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a
majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors
(in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to
consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the
Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses
(a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee
cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in
the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named
defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by
special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the
preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 10.4 that
the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be
reasonably prorated.
10.5
Advancement of Expenses
.
Reasonable expenses
(including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be
made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the
Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary
for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the
amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the
Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be
secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of
this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or
other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
10.6
Employee Benefit Plans
.
For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit
plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to
the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit
plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.
10.7
Other Indemnification and
Insurance
.
The
indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those
seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of
shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the
Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b)
continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters
arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a
person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has
actually received payment therefor under any insurance policy, contract or otherwise.
10.8
Notice
.
Any
indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the
next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately
following the date of the indemnification or advance.
10.9
Construction
.
The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without
limitation, the Florida General Corporation Law, and, in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be
deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and
effect.
10.10
Continuing Offer,
Reliance, etc
.
The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as
if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b)
constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges
and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in
becoming, and serving in any of the capacities referred to in Section 10.1(a) of this Article, (y) waives reliance upon, and all
notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee
shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to
act on the part of the Company.
10.11
Effect of
Amendment
.
No
amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right
of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any
such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or be asserted.
Further, Nevada Revised Statutes provide as follows:
Subsection 7 of NRS 78.138 - Directors And Officers: Exercise Of Powers; Performance Of Duties; Presumptions And Considerations;
Liability To Corporation And Stockholders - Provides:
"7.  Except as otherwise provided in NRS 35.230, 90.660, (91.250, 452.200, 452.270, 668.045
and 694A.030, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result
of any act or failure to act in his capacity as a director or officer unless it is proven that:
His act or failure to act constituted a breach of his fiduciary duties as a director or officer; and
His breach of those duties involved intentional misconduct, fraud or a knowing violation of law."
NRS "78.747.  Liability Of Stockholder, Director Or Officer For Debt Or Liability Of Corporation.
1.  Except as otherwise provided by specific statute, no stockholder, director
or officer of a corporation is individually liable for a debt or liability of the corporation, unless the stockholder, director or
officer acts as the alter ego of the corporation.
2.  A stockholder, director or officer acts as the alter ego of a corporation
if:
The corporation is influenced and governed by the stockholder, director or officer;
There is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from
each other; and
Adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice.
3.  The question of whether a stockholder, director or officer acts as the alter ego
of a corporation must be determined by the court as a matter of law."
NRS "78.7502.  Discretionary And Mandatory Indemnification Of Officers, Directors, Employees And Agents: General
Provisions.
1.   A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he:
Is not liable pursuant to NRS 78.138 [directors and officers duty to exercise their powers in good faith and with a view to the
interests of the corporation]; or
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in
good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that,
with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2.  A corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or suit if he:
Is not liable pursuant to NRS 78.138; or
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3.  To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
NRS "78.751.  Authorization Required For Discretionary Indemnification; Advancement Of Expenses; Limitation On
Indemnification And Advancement Of Expenses.
1.  Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination
must be made:
By the stockholders;
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding;
If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
2.  The articles of incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.
3.  The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized
in or ordered by a court pursuant to this section:
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the cause of action.
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person."
NRS "78.752.  Insurance And Other Financial Arrangements Against Liability Of Directors, Officers, Employees And
Agents.
1.  A corporation may purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.
2.  The other financial arrangements made by the corporation pursuant to subsection 1
may include the following:
The creation of a trust fund.
The establishment of a program of self-insurance.
The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the
corporation.
The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
3.  Any insurance or other financial arrangement made on behalf of a person pursuant
to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of
the other person's stock or other securities is owned by the corporation.
4.  In the absence of fraud:
The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is
conclusive; and
The insurance or other financial arrangement:
Is not void or voidable; and
Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial arrangement.
5.  A corporation or its subsidiary which provides self-insurance for itself or for
another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS."
The effect of the foregoing is to require the Registrant to the extent permitted by law to
indemnify the officers, directors, employees and agents of the Registrant for any claim arising against such persons in their
official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the
"Securities Act") may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7.    Exemption from Registration Claimed.
Not applicable.
Item 8.    Exhibits.
Exhibits
5.1
Opinion of Patrick C. Clary, Chartered as to the legality of the Common Shares issuable pursuant to the Consulting Fee Agreement
dated September 23, 2004
10.1
Consulting Fee Agreement dated August 25, 2004 between the Registrant and Nino Investment Trust
23.1
Consent of Ham,  Langston & Brezina, L.L.P
23.2
Consent of Patrick C. Clary, Chartered (included in the opinion filed as Exhibit 5.1 hereto)
Item 9.    Undertakings.
(a)   The undersigned Registrant hereby undertakes:
(1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)  That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on the 23rd day of September,
2004.
TRANS MAX TECHNOLOGIES, INC.
By:
/s/
Raymond Brouzes
Name:  Raymond Brouzes
Title:    President
EXHIBIT INDEX
Exhibit Number
Description of Exhibit
5.1
Opinion of Patrick C. Clary, Chartered as to the legality of the Common Shares issuable pursuant to the Consulting Fee Agreement
dated September 23, 2004
10.1
Consulting Fee Agreement dated August 25, 2004 between the Registrant and Nino Investment Trust
23.1
Consent of Ham, Langston & Brezina, L.L.P
23.2
Consent of Patrick C. Clary, Chartered (included in the opinion filed as Exhibit 5.1 hereto)