SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) : DECEMBER 1, 2003
COMMISSION FILE NO. 000-31631
TRANS MAX TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 42-1599830
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
200 Trade Zone Drive, Ronkonkoma, New York 11779
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(631) 285-7101
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(ISSUER TELEPHONE NUMBER)
Perma-Tune Electronics, Inc.
199 Trade Zone Drive
Ronkonkoma, New York 11779
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(FORMER NAME AND ADDRESS)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 21, 2003, the Registrant's majority stockholders held an annual
meeting of stockholders whereby the majority stockholders elected Peter
Mergenthaler and Paul Cervino to serve as directors; approved a Plan of Merger
between Trans Max Technologies, Inc., a Nevada corporation, and Perma-Tune
Electronics, Inc., a Texas corporation (the "Plan"); ratified the
appointment of Ham, Langston & Brezina, LLP as the Registrant's independent
auditors; and approved a Non-Qualified Stock Option Plan for 5,000,000 post
forward-stock split shares.
Pursuant to the Plan, Perma-Tune Electronics, Inc. ("Perma-Tune") merged with
and into Trans Max Technologies, Inc. ("Trans Max"). As a result of the Plan,
the Registrant:
- - Changed its domicile from Texas to Nevada;
- - Affected a 2:1 forward stock split effective December 2, 2003, whereby the
shareholders of the common stock of Perma-Tune will automatically receive
an additional share of newly issued common stock of Trans Max for each
share of Perma-Tune owned resulting in shareholders owning two shares of
the Registrant's common stock for every one share of common stock owned
prior to the Plan;
- - Changed its name from Perma-Tune Electronics, Inc. to Trans Max
Technologies, Inc. effective December 1, 2003; and
- - Changed its stock symbol from PTUN to TMXT effective December 1, 2003.
On July 23, 2003, Trans Max Technologies, Inc., a Florida corporation and
wholly-owned subsidiary of the Registrant ("Trans Max FL"), merged with and into
Perma-Tune Electronics, Inc., a Nevada corporation ("Perma-Tune NV"). As a
result of the merger, Trans Max FL ceased to exist and Perma-Tune NV became a
wholly-owned subsidiary of the Registrant. The operations of the Registrant are
conducted through Perma-Tune NV which uses its plant, equipment and other
physical property in the research, development, and production of
high-performance ignition systems.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits:
2.1 Plan of Merger between Trans Max Technologies, Inc. and Perma-Tune
Electronics, Inc.
Signatures
Pursuant to the requirement of the Securities 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.
December 2, 2003
/s/ Peter Mergenthaler
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Peter Mergenthaler
Chief Executive Officer
EXHIBIT 2.1
PLAN OF MERGER FOR
TRANS MAX TECHNOLOGIES, INC. AND
PERMA-TUNE ELECTRONICS, INC.
THIS PLAN OF MERGER ("Plan'') is entered into on November 21, 2003 by
Perma-Tune Electronics, Inc. ("Acquired Corporation"), a corporation
incorporated under the laws of Texas and Trans Max Technologies, Inc.
("Surviving Corporation"), a corporation incorporated under the laws of Nevada.
ARTICLE 1
PLAN OF MERGER
ADOPTION OF PLAN
1.01. A plan of merger of Acquired Corporation and Surviving Corporation
under the provisions of Article 5.04 of the Texas Business Corporation Act,
Nevada Revised Statutes Section NRS 92A.110 and Section 368(a)(1)(A) of the
Internal Revenue Code is adopted as follows:
(a) On the effective date of the merger as set forth in Article 1.02 of the
Plan of Merger, Acquired Corporation will be merged into Surviving Corporation,
to do business and be governed by the laws of Nevada.
(b) Surviving Corporation's name will be: Trans Max Technologies, Inc.
(c) When this Plan becomes effective, the existence of Acquired Corporation as
a distinct entity will cease. At that time, Surviving Corporation will succeed
to all the rights, title, and interests to all property owned by Acquired
Corporation, without reversion or impairment, without any further act, and
without any transfer or assignment having occurred, but subject to any existing
liens or other encumbrances on the property. Surviving Corporation also will be
subject to all the debts and obligations of Acquired Corporation as the primary
obligor, except as otherwise provided by law or contract, and only Surviving
Corporation will be liable for the debt or obligation.
(d) Surviving Corporation will carry on business with the assets of the parties
to the merger, as these corporations existed immediately prior to the merger.
(e) The shareholders of Acquired Corporation will surrender all of their shares
or other securities in the manner set forth in this Plan.
(f) In exchange for the shares of Acquired Corporation surrendered by its
shareholders, Surviving Corporation will issue and transfer to those
shareholders, on the basis set forth in this Plan, shares of its common stock or
other securities.
(g) Prior to the Plan, Surviving Corporation is a wholly owned subsidiary of
Acquired Corporation.
EFFECTIVE DATE
1.02. The effective date of the merger ("Effective Date"), will be the
date when a certificate of merger is issued by the Secretary of State of the
State of Nevada.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
ACQUIRED CORPORATION
2.01. As a material inducement to Surviving Corporation to execute this
Plan and perform its obligations under this Plan, Acquired Corporation
represents and warrants to Surviving Corporation as follows:
(a) Acquired Corporation is a corporation duly organized, validly existing, and
in good standing under the laws of Texas, with corporate power and authority to
own, lease, and operate property and carry on its business as it is now being
conducted. A copy of the certificate of incorporation and the bylaws of
Acquired Corporation, including all amendments, effective as of the date of this
Plan, have been delivered to Surviving Corporation, and are complete and
correct.
(b) Acquired Corporation has an authorized capitalization of 50,000,000 shares,
consisting on the date immediately prior to the effective date of this Plan of
50,000,000 shares of common stock, $.001 par value per share, of which
17,702,079 shares are validly issued, outstanding, and fully paid, and no shares
of preferred stock. In addition, there are warrants outstanding which expire on
December 31, 2003. A copy of the Articles of Incorporation of Perma-Tune
Electronics, Inc., as amended, is attached hereto as Exhibit A.
(c) Acquired Corporation has furnished Surviving Corporation with Acquired
Corporation's audited balance sheet as of December 31, 2002 (the "Balance Sheet
Date") and the related audited statement of income for the year ended December
31, 2002 as well as the unaudited financial statements for the three and nine
months ending September 30, 2003. The financial statements referred to in this
subparagraph (c):
(i) Are in accordance with the books and records of Acquired Corporation;
(ii) Fairly represent the financial condition of the Acquired Corporation
as of the described dates and the results of its operations as of and
for the periods specified; and
(iii) Contain and reflect, (A) reserves for all liabilities, and costs in
excess of expected receipts and (B) all discounts and refunds in
respect of service and products already rendered or sold that are
reasonably anticipated and based on events or circumstances in
existence or likely to occur in the future with respect to any of
Acquired Corporation's contracts or commitments.
(iv) Specifically, but not by way of limitation, the Balance Sheet all of
the debts, liabilities, and obligations of any nature, whether
absolute, accrued, or contingent, of Acquired Corporation at the
Balance Sheet Date, including appropriate reserves for all taxes due
at such date but not yet payable.
(d) All required federal, state, and local tax returns of Acquired
Corporation have been accurately prepared and timely filed, and Acquired
Corporation has paid all federal, state, and local taxes required to be paid
with respect to the periods covered by such returns. Acquired Corporation has
not been delinquent in the payment of any tax, assessment, or governmental
charge. Acquired Corporation has never had any tax deficiency proposed or
assessed against it. Neither the federal income tax returns nor state franchise
tax returns of the Acquired Corporation have ever been audited by governmental
authorities.
(e) Acquired Corporation has the following securities outstanding:
17,702,079 shares of common stock, and no shares of preferred or convertible
preferred stock. There are warrants outstanding to purchase shares of common
stock.
(f) Since the Balance Sheet Date, there has not been any material adverse
change in the financial condition, business, and assets or other properties of
the Acquired Corporation that alters or impairs its ability to conduct its
business, including labor difficulties, market conditions, or any other event of
any character.
(g) To its knowledge, no actions, suits, or other legal proceedings are pending
or threatened against Acquired Corporation before or by any federal, state, or
municipal court, department, board, bureau, or agency.
SURVIVING CORPORATION
2.02. As a material inducement to Acquired Corporation to execute and
perform its obligations under this plan, Surviving Corporation represents and
warrants to Acquired Corporation as follows:
(a) Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of Nevada, with corporate power and
authority to own property and carry on its business as it is now being
conducted.
(b) Surviving Corporation has an authorized capitalization on the date of this
Plan of 210,000,000 shares, consisting on the date of this Plan of 200,000,000
shares of common stock, $.001 par value per share, of which one (1) share is
validly issued, outstanding, and fully paid, and 10,000,000 shares of preferred
stock, $.001 par value per share, of which no shares have been issued. A copy
of the Articles of Incorporation of Trans Max Technologies, Inc. is attached
hereto as Exhibit B.
As of the date of this Plan, one (1) share of the common stock is validly issued
and outstanding, fully paid, and nonassessable.
SECURITIES LAW
2.03. The parties to the merger warrant to arrange mutually for and manage
all necessary procedures under the requirements of federal, Nevada and Texas
securities laws and the related supervisory commissions to ensure that this Plan
is properly processed to comply with all federal and state registration
requirements, or to take full advantage of any lawful and applicable exemptions
from registration.
ARTICLE 3
TERMS, CONDITIONS, AND PROCEDURES PRIOR TO EFFECTIVE DATE
SUBMISSION TO SHAREHOLDERS AND FILING
3.01. This Plan was submitted for approval to the shareholders of the
merging parties and 16,840,841 out of 17,633,331 or 95.5% of the shares eligible
to vote of the Acquired Corporation approved this Plan and one share out one
share or 100% of the shares eligible to vote of Surviving Corporation approved
this Plan.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED CORPORATION
3.02. Except as expressly waived in writing by Acquired Corporation, all
of the obligations of Acquired Corporation are subject to Surviving
Corporation's satisfaction of each of the following conditions on or before the
Effective Date:
(a) The representations and warranties made by Surviving Corporation to
Acquired Corporation in Article 2 of this Plan will be deemed to have been
repeated on the Effective Date and will on that date be true and correct in all
material respects. If Surviving Corporation discovers any material error,
misstatement, or omission in those representations and warranties on or before
the Effective Date, it must report that discovery immediately to Acquired
Corporation and must either correct the error, misstatement, or omission or
obtain a written waiver from Acquired Corporation.
(b) Surviving Corporation must have performed and complied with all applicable
covenants, agreements and conditions required by this Plan on or before the
Effective Date.
(c) No action or proceeding by any governmental body or agency must have been
threatened, asserted, or instituted to restrain or prohibit the carrying out of
the transactions contemplated by this Plan.
(d) All corporate and other proceedings and actions taken in connection with
the transactions contemplated and all certificates, opinions, agreements,
instruments, and documents must be satisfactory in form and substance to counsel
for the Acquired Corporation.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SURVIVING CORPORATION
3.03. Except as waived in writing by Surviving Corporation, all of the
obligations of Surviving Corporation under this Plan are subject to fulfillment
of each of the following conditions on or before the Effective Date,:
(a) The representations and warranties of Acquired Corporation in this Plan and
in any document delivered under this Plan are deemed to have been repeated in
full on the Effective Date and must on that date be true and correct in all
material respects. If Acquired Corporation discovers any material error,
misstatement, or omission in those representations and warranties on or before
the Effective Date, it must report that discovery immediately to Surviving
Corporation and must either correct the error, misstatement, or omission or
obtain a written waiver from Surviving Corporation.
(b) Acquired Corporation must have performed and complied with all applicable
covenants, agreements and conditions in this Plan on or before the Effective
Date.
(c) No action or proceeding by any governmental body or agency will have been
threatened, asserted, or instituted to restrain or prohibit the completion of
the transactions contemplated by this Plan.
(d) All corporate and other proceedings and actions taken in connection with
the transactions contemplated and all certificates, opinions, agreements,
instruments, and documents must be satisfactory in form and substance to counsel
for the Surviving Corporation.
INTERIM CONDUCT OF BUSINESS; LIMITATIONS
3.04. (a) Except as limited by this paragraph 3.04, pending consummation
of the merger, each of the parties to the merger will carry on its business in
substantially the same manner as prior to the date of this Plan and will use its
best efforts to maintain its business organization intact, to retain its present
employees, and to maintain its good will in relationships with suppliers and
others transacting business with the entity.
(b) Except with the prior consent in writing of Surviving Corporation,
pending consummation of the merger, Acquired Corporation will not enter into any
transaction other than those involved in carrying on its ordinary course of
business.
EXPENSES
3.05. (a) If the merger set forth in this Plan is consummated, Surviving
Corporation will pay all costs and expenses of the merger.
(b) If the merger set forth in this Plan is not consummated, each party to this
Plan will pay its own costs and expenses incident to the contemplated merger.
ARTICLE 4
MANNER AND BASIS OF CONVERTING SHARES
MANNER OF CONVERTING SHARES
4.01. The holders of shares of Acquired Corporation will receive an
additional share of stock promptly after the Effective Date. Manhattan Stock
Transfer will issue one share for each share of Acquired Corporation owned by
shareholders of record so that shareholders of Acquired Corporation will end up
with 2 shares in Surviving Corporation for every share they previously owned in
Acquired Corporation. Shareholders may send their shares in Acquired
Corporation to the transfer agent to be reissued in the name of Surviving
Corporation.
BASIS OF CONVERTING SHARES
4.02. (a) The shareholders of Acquired Corporation will be entitled to
receive two (2) shares of common stock of Surviving Corporation, each of $.001
par value, to be distributed on the basis of two (2) shares for each one (1)
share of common stock of Acquired Corporation.
CAPITAL STRUCTURE OF SURVIVING CORPORATION
4.03. (a) There is currently one (1) outstanding share of common stock of
Surviving Corporation.
(b) After the Effective Date, Surviving Corporation will have a
total of 210,000,000 shares of authorized stock, which are divided into
200,000,000 shares of common stock which are of a par value of $.001 per share
and 10,000,000 shares of preferred stock which are of a par value of $.001 per
share. After the Effective Date, Surviving Corporation will have 35,404,158
shares of common stock issued and outstanding and no shares of preferred stock
issued and outstanding. All warrants of Acquired Corporation will have the same
rights and conditions with Surviving Corporation taking into account the 2:1
forward stock split.
ARTICLE 5
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS OF SURVIVING CORPORATION
5.01. The present board of directors of Acquired Corporation will serve as
the board of directors of Surviving Corporation until the next annual meeting or
until their successors have been elected and qualified.
5.02. All persons who on the Effective Date are executive or administrative
officers of Acquired Corporation will become officers of Surviving Corporation
until its board of directors determines otherwise. Surviving Corporation's board
of directors may elect or appoint additional officers as it deems necessary.
ARTICLE 6
ARTICLES OF INCORPORATION AND BYLAWS
ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
6.01. The Articles of Incorporation of Trans Max Technologies, Inc. shall
be the Articles of Incorporation of Surviving Corporation at the Effective Date.
Such Articles of Incorporation, as existing on the Effective Date, will continue
in full force until altered, amended, or repealed as provided in such Articles
of Incorporation, the Bylaws or as provided by law. The Articles of
Incorporation of Perma-Tune Electronics, Inc. will cease to exist.
SURVIVING CORPORATION'S BYLAWS
6.02. The Bylaws of Trans Max Technologies, Inc. shall be the Bylaws of
Surviving Corporation at the Effective Date. Such Bylaws, as existing on the
Effective Date, will continue in full force until altered, amended, or repealed
as provided in such Bylaws, the Articles of Incorporation or as provided by law.
The Bylaws of Perma-Tune Electronics, Inc. will cease to exist.
ARTICLE 7
SURVIVAL OF WARRANTIES AND INDEMNIFICATION
NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
7.01. All statements contained in any memorandum, certificate, letter,
document, or other instrument delivered by or on behalf of Acquired Corporation,
Surviving Corporation, or the shareholders of any party to the Plan of Merger
will be deemed representations and warranties made by such parties,
respectively, to each other under this Plan. The representations and warranties
of the parties and the shareholders will survive for a period of three (3) years
following the Effective Date and will survive despite any inspections,
examinations, or audits made on behalf of the parties and the shareholders.
INDEMNIFICATION
7.02. On or before the Effective Date, Acquired Corporation will obtain
from its shareholders an agreement to indemnify and hold harmless Surviving
Corporation against all damages, as defined in this paragraph 7.02. The term
"Damages," as used in this paragraph, includes any claim, action, demand, loss,
cost, expense, liability, penalty, and other damage, including but not limited
to, counsel fees and other costs and expenses incurred in attempting to avoid
damages or in enforcing this indemnity agreement, resulting to Surviving
Corporation from:
(a) Any inaccurate representation made by or on behalf of the Acquired
Corporation or its shareholders in or under this Plan;
(b) Breach of any of the warranties in or under this Plan made by or on behalf
of Acquired Corporation or its shareholders;
(c) Breach or default in the performance by Acquired Corporation of any
applicable obligations specified in this Plan; or
(d) Breach or default in the performance by Acquired Corporation's shareholders
of any of the applicable obligations specified in the agreement delivered by
them to Surviving Corporation under this Plan.
The shareholders will reimburse Surviving Corporation on a pro rata basis
according to the number of shares owned by each for any payment made or loss
suffered by Surviving Corporation at any time after the Effective Date, based on
the judgment of any court of competent jurisdiction or under a bona fide
compromise or settlement of claims, demands, or actions, regarding any damages
described in this paragraph. Shareholders must discharge their obligations to
Surviving Corporation by the payment of cash on demand. The shareholders will
have the opportunity to defend any claim, action, or demand asserted against
Surviving Corporation for which Surviving Corporation claims indemnity against
the shareholders, provided that: (i) the defense is conducted by counsel
reasonably approved by Surviving Corporation; (ii) the defense is expressly
assumed in writing within ten (10) days after written notice of the claim,
action, or demand is given to the shareholders; and (iii) Surviving
Corporation's counsel may participate at all times and in all proceedings,
formal and informal, relating to the defense, compromise, and settlement of the
claim, action, or demand, at the expense of Surviving Corporation.
ARTICLE 8
ABANDONMENT
CIRCUMSTANCES ALLOWING TERMINATION AND ABANDONMENT
8.01. This Plan may be terminated and the merger may be abandoned at any
time before the Effective Date, even after the Articles of Merger have been
filed with the Nevada Secretary of State.
(a) The board of directors of any party to the merger may abandon this Plan
before the Articles of Merger are filed with the Nevada Secretary of State.
(b) To abandon this Plan after the Articles of Merger have been filed with the
Nevada Secretary of State, an officer or authorized representative must file a
statement with the Secretary of State executed on behalf of each party to the
merger declaring that the Plan has been abandoned in accordance with the terms
of this Plan and Section 92A.175 of the Nevada Revised Statutes. The statement
must be filed before the Effective Date of the merger.
(c) Regardless of whether the Articles of Merger have been filed with the
Nevada Secretary of State, this Plan may be abandoned under the following
conditions:
(i) The number of shareholders dissenting from the merger is so large that
the merger is deemed inadvisable or undesirable in the opinion of the
board of directors of either party to the merger.
(ii) Any material litigation or proceeding has been instituted or
threatened against another party to the merger or any of its assets,
that renders the merger inadvisable or undesirable in the opinion of
the board of directors of either party to the merger.
(iii) Any legislation has been enacted that, in the opinion of the board of
directors of either party to the merger, renders the merger
inadvisable or undesirable.
(iv) After the date of execution of this Plan there has been, in the
opinion of the board of directors of either party to the merger, any
materially adverse change in the business or condition, financial or
otherwise, of another party to the merger.
(d) At the election of Surviving Corporation's board of directors if,
without the prior consent in writing of Surviving Corporation, Acquired
Corporation has entered into any transaction other than those involved in the
ordinary course of business.
NOTICE OF AND LIABILITY ON TERMINATION OF PLAN
8.02. If an election is made to abandon this Plan under paragraph 8.01:
(a) An officer or authorized representative of the party whose board of
directors has made the election must give immediate written notice of the
election to the other party to the merger.
(b) When notice has been properly effected as provided in subparagraph (a), and
when an appropriate statement has been filed with the Secretary of State
pursuant to this section 8.01(b), this Plan will terminate and the proposed
merger will be abandoned. Except for payment of its own costs and expenses
incident to this Plan, there will be no liability on the part of either party to
the merger as a result of the abandonment.
ARTICLE 9
ENFORCEMENT AND INTERPRETATION
FURTHER ASSURANCES AND ASSIGNMENTS
9.01. Acquired Corporation agrees that when requested by Surviving
Corporation or by its successors or assigns, Acquired Corporation will execute
and deliver or cause to be executed and delivered all deeds and other
instruments necessary to consummate the transaction that is the subject of this
Plan. Acquired Corporation also agrees to take or cause to be taken any further
actions, assignments, or assurances that are necessary to vest, perfect, and
conform title of Surviving Corporation to all the property, rights, privileges,
powers, and franchises referred to in Article 1 of this Plan, and otherwise
necessary to carry out the intent and purposes of this Plan.
NOTICES
9.02. Any notice or other communication required or permitted by this
Plan, with the exception of the filing of a statement of abandonment under
paragraph 8.01(b), will be deemed to be given when deposited in the United
States mails for transmittal by certified or registered mail, postage prepaid,
or when deposited with a public telegraph company for transmittal, charges
prepaid, addressed:
(a) In the case of Acquired Corporation, to: 200 Trade Zone Drive, Ronkonkoma,
New York 11779, or to any other person or address that Acquired Corporation may
designate in writing on proper notice to Surviving Corporation.
(b) In the case of Surviving Corporation, to: 200 Trade Zone Drive, Ronkonkoma,
New York 11779, or to any other person or address that Surviving Corporation may
designate in writing on proper notice to Acquired Corporation.
ENTIRE AGREEMENT AND COUNTERPARTS
9.03. This instrument and any exhibits attached to and incorporated into
the instrument contain the entire agreement between the parties with respect to
the transaction contemplated by this Plan. It may be executed in any number of
counterparts; however, all counterparts taken together will constitute one
original.
CONTROLLING LAW
9.04. The validity, interpretation, and performance of this Plan is
controlled by and construed under the laws of Nevada, the state in which this
Plan is being executed.
FAXED COPIES
9.05. For purposes of this plan, a faxed signature will constitute an
original signature.
IN WITNESS WHEREOF, (i) the Surviving Corporation has caused this Plan to
be signed by the President of the Surviving Corporation and attested by the
Secretary of the Surviving Corporation pursuant to authorization contained in a
resolution adopted by the Directors of the Surviving Corporation approving this
Plan and (ii) the Acquired Corporation has caused this Plan to be signed by the
President of the Acquired Corporation and attested by the Secretary of the
Acquired Corporation pursuant to authorization contained in a resolution adopted
by the Directors of the Acquired Corporation approving this Plan.
PERMA-TUNE ELECTRONICS, INC.,
a Texas corporation
ATTEST:
By:/s/ Peter Mergenthaler
-------------------------------
Peter Mergenthaler, President
/s/ Paul M. Cervino
-------------------------------
Paul M. Cervino, Secretary
TRANS MAX TECHNOLOGIES, INC.,
a Nevada corporation
ATTEST:
By:/s/ Peter Mergenthaler
-------------------------------
Peter Mergenthaler, President
By:
/s/ Paul M. Cervino
-------------------------------
Paul M. Cervino, Secretary
The undersigned, Paul M. Cervino, as Secretary of Trans Max Technologies,
Inc., a Nevada corporation, hereby certifies that the foregoing Merger was duly
approved by the affirmative vote of the Directors and Sole Shareholder.
WITNESS my hand this the 21st day of November 2003.
/s/ Paul M. Cervino
------------------------------
Paul M. Cervino, Secretary
The undersigned, Paul M. Cervino, as Secretary of Perma-Tune Electronics,
Inc., a Texas corporation, hereby certifies that the foregoing Merger was duly
adopted by the unanimous consent of the directors of Perma-Tune Electronics,
Inc.
WITNESS my hand this the 21st day of November 2003
/s/ Paul M. Cervino
------------------------------
Paul M. Cervino, Secretary