U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 FORM 10-QSB/A

(Mark One)

[X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 2004

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

     For the transition period from ________________________


                        Commission file number 0-27845

                         TRANSAX INTERNATIONAL LIMITED
        ---------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

     COLORADO                                                  84-1304106
------------------------------                               -----------------
 (State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                             Identification No.)


                           7545 Irvine Center Drive
                                   Suite 200
                           Irvine, California 92618
                    --------------------------------------
                   (Address of Principal Executive Offices)

                                (949) 623-8316
                           -------------------------
                          (Issuer's telephone number)

                                      n/a
              ---------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

         Yes  X    No
         -----    -----

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

Class                         Outstanding as of November 14, 2004
------                        -----------------------------------

Common Stock, $.00001 par value                23,546,524

Transitional Small Business Disclosure Format (check one)

         Yes       No  X
         -----     -----











<PAGE>
FORM 10-QSB
September 30, 2004
                                                 Transax international Limited



TABLE OF CONTENTS
    ITEM 1. FINANCIAL STATEMENTS............................................. 1
    TRANSAX INTERNATIONAL LIMITED and SUBSIDIARIES........................... 2
    Consolidated Balance Sheet  [Unaudited].................................. 3
    Consolidated Statements of Operations [Unaudited]........................ 4
    Consolidated Statement of Stockholders' Deficit [Unaudited].............. 5
    Consolidated Statements of Cash Flows [Unaudited]........................ 6
    Notes to the Unaudited Consolidated Financial Statements................. 7
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........21
        General..............................................................21
          TDS Telecommunication Data Systems LTDA............................21
          Transax Australia Pty Ltd..........................................21
          Medlink Technologies, Inc..........................................21
        Current Business Operations..........................................21
          MedLink Solution...................................................22
          Strategic Alliances................................................22
          Material Agreements................................................24
        Results of Operations................................................25
          For the Nine-Month Period Ended September 30, 2004 Compared to the
          Nine-Month Period Ended September 30, 2003.........................25
          For the Three-Month Period Ended September 30, 2004 Compared to the
          Three-Month Period Ended September 30, 2003........................27
        Liquidity and Capital Resources......................................28
          For the Nine-Month Period Ended September 30, 2004.................28
        Plan of Operation....................................................28
        Material Agreements..................................................30
          Walters Consulting Agreement.......................................30
          Pilon Consulting Agreement.........................................30
          De Castro Consulting Agreement.....................................30
        Material Operating Liabilities.......................................30
          Convertible Loans..................................................30
          Loan...............................................................31
          Cash Advances from a Related Party.................................31
          Cash Advances Payable..............................................31
          Accrued Payroll and Related Expenses...............................32
        Off Balance Sheet Arrangements.......................................32
    ITEM 3. Controls and Procedures..........................................32
    PART II. OTHER INFORMATION...............................................33
    ITEM 1. Legal proceedings................................................33
    ITEM 2. Changes in Securities and Use of Proceeds........................33
        Debt Settlement......................................................33
        Stock Options Exercised..............................................37
        Securities Ownership of Certain Beneficial Owners and Management.....38
    ITEM 3. Defaults upon Senior Securities..................................40
    ITEM 4. Submission of Matters to Vote of Securities Holders..............40
    ITEM 5. Other Information................................................40
    ITEM 6. Exhibits and Other Information on Form 8-K.......................40
          Reports on Form 8-K................................................41
          Signatures.........................................................41
    EXHIBIT 11.1.............................................................42
    EXHIBIT 31.1.............................................................44
    EXHIBIT 31.2.............................................................45
    EXHIBIT 32.1.............................................................46


<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited





PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS [Unaudited]
SEPTEMBER 30, 2004

Statements  made  in  this  Form  10-QSB  (the "Quarterly Report") that are not
historical or current facts are "forward-looking  statements"  made pursuant to
the  safe harbor provisions of Section 27A of the Securities Act  of  1933,  as
amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended  (the  "Exchange Act"). These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"  "anticipate,"
"estimate," "approximate"  or  "continue,"  or  the  negative  thereof. Transax
International   Limited  (the  "Company")  intends  that  such  forward-looking
statements be subject  to  the  safe  harbors  for such statements. The Company
wishes  to caution readers not to place undue reliance  on  any  such  forward-
looking statements,  which  speak only as of the date made. Any forward-looking
statements represent management's  best  judgment  as  to what may occur in the
future. However, forward-looking statements are subject to risks, uncertainties
and important factors beyond the control of the Company that could cause actual
results and events to differ materially from historical  results  of operations
and events and those presently anticipated or projected. These factors  include
adverse  economic conditions, entry of new and stronger competitors, inadequate
capital and unexpected costs. The Company disclaims any obligation subsequently
to revise  any  forward-looking  statements  to reflect events or circumstances
after the date of such statement or to reflect the occurrence of anticipated or
unanticipated events.








                                                                         Page #

<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET [UNAUDITED]
SEPTEMBER 30, 2004
================================================================================

<TABLE>
<S>                                                                        <C>
ASSETS

CURRENT
  Cash                                                                     $       5,662
  Accounts receivable (Net of allowance for doubtful accounts of $0)             142,125
  Prepaid expenses and other current assets                                       48,640
                                                                           -------------

TOTAL CURRENT ASSETS                                                             196,427

SOFTWARE DEVELOPMENT COSTS, net                                                  204,642
                                                                           -------------

PROPERTY AND EQUIPMENT, net                                                       52,877
                                                                           -------------

TOTAL ASSETS                                                               $     453,946
                                                                           =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Current portion of capital lease obligation                              $      19,134
  Accounts payable and accrued expenses                                          530,175
  Accrued payroll and related expenses                                           576,685
  Advances payable                                                                91,700
  Due to related parties                                                         574,225
  Loan from related party                                                        149,513
  Convertible loans from related party                                           300,000
                                                                           -------------

TOTAL CURRENT LIABILITIES                                                      2,241,432

ACCRUED PAYROLL AND RELATED EXPENSES, net of currrent portion                    137,072
CAPITAL LEASE OBLIGATION, net of current portion                                   2,682
                                                                           -------------

TOTAL LIABILITIES                                                              2,381,186
                                                                           -------------

COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)

STOCKHOLDERS' DEFICIT

Common stock 0.00001 par value;
  100,000,000 shares authorized;
  16,848,217 shares issued and outstanding                                           169
Paid-in capital                                                                5,460,870
Subscriptions received                                                           521,418
Accumulated deficit                                                           (7,940,630)
Other comprehensive income :
  Cumulative foreign currency translation adjustment                              30,933
                                                                           -------------

TOTAL STOCKHOLDERS' DEFICIT                                                   (1,927,240)
                                                                           -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $     453,946
                                                                           =============
</TABLE>

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



                                                                         Page #

<PAGE>
September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited





September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]
================================================================================

<TABLE>
<CAPTION>
                                                   FOR THE THREE MONTHS            FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,             ENDED SEPTEMBER 30,
                                                   2004            2003            2004            2003
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
REVENUES:
Services                                            375,948          97,393         898,993         221,652
Sales taxes                                         (53,571)         (9,397)       (126,417)        (21,455)
                                               ------------    ------------    ------------    ------------

REVENUES                                       $    322,377    $     87,996    $    772,576    $    200,197
                                               ------------    ------------    ------------    ------------

Cost of product support services                    145,412          87,756         392,261         302,113
Payroll and related benefits                        104,638          89,574         269,851         276,215
Research & development costs                         29,846           6,833          77,827           8,671
Professional fees                                   108,647         145,502         142,228         240,920
Management & consulting fees - related party         99,058         114,259         256,858         296,153
Stock based compensation                            265,011              --         265,011         222,390
Investor relations                                   90,660              --         110,297              --
Depreciation and amortization                         8,280          15,510          43,031          90,262
General & administrative                            113,259         113,505         298,025         260,877
                                               ------------    ------------    ------------    ------------

TOTAL OPERATING EXPENSES                            964,811         572,940       1,855,389       1,697,601
                                               ------------    ------------    ------------    ------------

OPERATING LOSS                                     (642,434)       (484,944)     (1,082,813)     (1,497,405)
                                               ------------    ------------    ------------    ------------

OTHER EXPENSES:
Other expense                                       (10,424)             --         (29,627)         (1,550)
Capital offering costs                                   --        (150,973)             --        (150,973)
Foreign exchange losses                                 197         (46,397)          1,078         (37,701)
Interest expense                                    (31,176)         (4,653)        (73,827)        (18,753)
Interest expense - related party                    (24,727)         (8,424)        (67,759)        (27,436)
                                               ------------    ------------    ------------    ------------

TOTAL OTHER EXPENSES                                (66,130)       (210,448)       (170,135)       (236,413)
                                               ------------    ------------    ------------    ------------

NET LOSS                                       $   (708,564)   $   (695,391)   $ (1,252,948)   $ (1,733,818)
                                               ============    ============    ============    ============

NET LOSS PER SHARE:
  BASIC AND DILUTED                            $      (0.04)   $      (0.05)   $      (0.08)   $      (0.14)
                                               ============    ============    ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING              16,665,608      12,955,927      15,807,994      12,635,785
                                               ============    ============    ============    ============
</TABLE>

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




                                                                         Page #

<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT [UNAUDITED]
FOR THE PERIOD ENDED SEPTEMBER 30, 2004
================================================================================

<TABLE>
<CAPTION>
<S>				<C>					<C>			<C>

												  Accumulated	Total
												  Other		Stock-
			  Common	Par Value	Share	  Paid-In  Treasury Accumulated	Comprehensive	holders
			  Stock		  Amount    Subscriptions Capital    Stock    Deficit	  Income(loss)	Equity
			  Shares

------------------------  -------------  --------- ------------- ---------- -------- ----------- -------------  ------------
Balance, January 2, 2004     14,029,647   $ 141	    $     421,293 $4,590,093 $	   -  $(6,687,682)$      54,676  $(1,621,497)


Issuance of stock               300,000       3 	  (75,000)   74,997                                                -
for settlement of
share subscriptions,
January 7, 2004

Issuance of stock               373,570       3	 	  (93,393)   93,390                                                -
for settlement of
shar subscriptions,
Related Party,
January 7, 2004

Issuance of restricted          300,000       3          	    74,997
stock for services,
January 26, 2004


Issuance of stock for		300,000       3            	    74,997                                            75,000 exercised for 75,000
settlement of debt,
February 12, 2004


Issuance of stock for           450,000       5         (225,000)  224,996						   - settlement of share
subscriptions, April
18, 2004

Stock returned to                                                              (75,000)	                             (75,000)
treasury, May 5, 2004

Issuance of stock for            45,000       1	 	(27,900)    27,899                                                 -
settlement of finder's
fee, June 2, 2004

Issuance of stock for           150,000       2          	    37,499                                            37,500
options exercised for
settlement of debt,
June 11, 2004

Issuance of stock for           600,000       6          	    35,994                                            36,000
options exercised for
settlement of debt,
July 26, 2004

Issuance of restricted          600,000       6	              	    35,994                                            36,000
stock for services,
August 12, 2004

Unisssued shares[374,848]                                28,114                                       		      28,114
for interest due on cash
advances - Related Party,
September 29, 2004

Unisssued shares [346,667]                               26,000	                                        	      26,000
for finder's fee - Related
Party, September 29, 2004

Unisssued shares [1,687,500]                            135,000		                                       	     135,000
for settlement of debt -
Related Party, September
29, 2004

Unisssued shares [562,500]                               45,000                                         	      45,000
for settlement of debt,
September 29, 2004

Unisssued shares [166,667]                               12,500 	                                       	      12,500
for finder's fee, September
29, 2004

Unisssued shares [1,166,667]                             87,500                                         	      87,500
for settlement of cash
advances, September 29, 2004

Unisssued shares  [548,333]                               41,125                                         	      41,125
for settlement of cash
advances, September 29, 2004

Unisssued shares [270,200]                                20,265                                         	      20,265
for interest due on cash
advances, September 29, 2004

Unisssued shares [16,000] for                              1,200                                           	       1,200
interest due on cash advances,
September 29, 2004

Unisssued shares [687,500] for                            55,000                                                      55,000
loan conversion - Related
Party, September 29, 2004

Unisssued shares [871,425] for                            69,714                                           	      69,714
interest due on convertible
loans - Related Party, Septmeber
29,2004

Stock options and warrants issued                                    265,011		                             265,011

Treasury stock cancelled,          (300,000)  (3)            	     (74,997) 75,000                                -
September 23, 2004

Comprehensive Income (Loss):

Net loss for period                                                                   (1,252,948)

Foreign currency 			                                                               (23,742)
translation adjustments

Total comprehensive income (loss)                                                                                 (1,276,690)
------------------------     ----------   --------- ------------- ---------- -------- ----------- -------------  ------------
Balance, September 30, 2004  16,848,217   $  169    $     521,418 $5,460,870 $	   -  $(7,940,630)$     (30,934) $(1,927,240)


The accompanying notes are an integral part of these unaudited consolidated financial statements.
</TABLE>




                                                                         Page #

<PAGE>
September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
================================================================================

<TABLE>
<CAPTION>
                                                                                        FOR THE NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                           2004           2003
                                                                                        -----------    -----------
<S>                                                                                     <C>            <C>
CASH FLOWS (USED IN)
OPERATING ACTIVITIES
Net (loss) for the period                                                               $(1,252,948)   $(1,733,818)
Adjustments to reconcile net loss to net cash used in operating activities:
  - depreciation and amortization                                                           106,641         90,262
  - gain on sale of fixed assets                                                               (251)            --
  - stock based compensation                                                                265,011        222,390
Changes in assets and liabilities:
  - prepaid expenses and other current assets                                               (23,009)        (3,718)
  - accounts receivable, net                                                               (142,125)            --
  - accounts payable                                                                        136,523        355,819
  - accrued interest payable, related party                                                  67,759         27,436
  - accrued interest payable                                                                 73,827         45,625
  - due to related party                                                                    324,699        202,723
  - accrued payroll and related expenses                                                    304,563          4,682
  - Debt settlement by issuances of shares and  exercise of options                         154,418             --
                                                                                        -----------    -----------

CASH FLOWS - OPERATING ACTIVITIES                                                            15,108       (788,599)
                                                                                        -----------    -----------

CASH FLOWS (USED IN)
INVESTING ACTIVITIES
Capitalized software development costs                                                     (236,353)       (88,759)
Proceeds from disposal of property and equipment                                              3,113             --
Acquisition of property and equipment                                                        (3,852)       (32,130)
                                                                                        -----------    -----------

CASH FLOWS - INVESTING ACTIVITIES                                                          (237,092)      (120,889)
                                                                                        -----------    -----------

CASH FLOWS (USED IN)
FINANCING ACTIVITIES
Advances from related party                                                                  10,000        599,855
Advances from non-related company                                                           114,000             --
Repayments under capital lease obligations                                                  (37,483)       (25,515)
Proceeds from loan - related party                                                          141,806             --
Proceeds from convertible loans - related party                                                  --        355,000
                                                                                        -----------    -----------

CASH FLOWS - FINANCING ACTIVITIES                                                           228,323        929,340
                                                                                        -----------    -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                     (11,149)       (42,056)
                                                                                        -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                              (4,810)       (22,204)

CASH, BEGINNING OF PERIOD                                                                    10,472         31,107
                                                                                        -----------    -----------

CASH, END OF PERIOD                                                                     $     5,662    $     8,903
                                                                                        ===========    ===========
</TABLE>

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



                                                                         Page #

<PAGE>
September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED] (CONTINUED)
================================================================================

<TABLE>
<CAPTION>
                                                                                        FOR THE NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                           2004           2003
                                                                                        -----------    -----------
<S>                                                                                     <C>            <C>
SUPPLEMENTAL CASH DISCLOSURES
Cash paid for interest                                                                  $    73,827    $    19,000
                                                                                        ===========    ===========
Cash paid for interest - Related Party                                                  $    67,759    $        --
                                                                                        ===========    ===========
Cash paid for income taxes                                                              $        --    $        --
                                                                                        ===========    ===========

SUPPLEMENTAL NON-CASH DISCLOSURES

204,000 shares issued for finders' fees [pre merger]                                    $        --    $    51,000
                                                                                        ===========    ===========
5,000,000 shares issued for cash advances [pre merger]                                           --        250,000
                                                                                        ===========    ===========
776,797 shares issued for debt due to a related party [pre merger]                                         194,200
                                                                                        ===========    ===========
1,306,730 shares issued for debt [pre merger]                                                              752,100
                                                                                        ===========    ===========
300,000 shares issued for options exercised for settlement of debt, February 12, 2004   $    75,000    $        --
                                                                                        ===========    ===========
150,000 shares issued for options exercised for settlement of debt, June 11, 2004       $    37,500    $        --
                                                                                        ===========    ===========
600,000 shares issued for options exercised for settlement of debt, July 26, 2004       $    36,000    $        --
                                                                                        ===========    ===========


</TABLE>

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




                                                                         Page
<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited




NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   1. THE COMPANY

Transax International Limited ("TNSX" or the "Company") was incorporated in the
State of Colorado.   The Company currently trades  on  the  OTC  Bulletin Board
under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges  under the
symbol "TX6".

The  Company,  through  its wholly owned subsidiary TDS Telecommunication  Data
Systems LTDA ("TDS"), is  an  international  provider  of  information  network
solutions  specifically  designed  for  the  healthcare  providers  and  health
insurance  companies.   The MedLink SolutionTM enables the real time automation
of routine patient eligibility, verification, authorizations, claims processing
and payment functions.

As of January 1, 2004, the  Company is no longer a development stage company as
defined in Financial Accounting  Standards  Board  ("FASB")  Statement  No.  7,
Accounting and Reporting for Development Stage Companies.

The  accompanying  unaudited  consolidated  financial statements of the Company
have  been  prepared  in  accordance with Regulation  S-B  promulgated  by  the
Securities and Exchange Commission and does not include all the information and
footnotes required by generally  accepted  accounting  principals in the United
States  of  America  for  complete  financial  statements. In  the  opinion  of
management, these interim unaudited consolidated  financial  statements include
all  adjustments  necessary  in  order  to  make  the financial statements  not
misleading.  The  results  of  operations  for  such interim  periods  are  not
necessarily indicative of results for a full year.  The  unaudited consolidated
interim  financial statements should be read in conjunction  with  the  audited
consolidated  financial statements and notes thereto of the Company and results
of its operations  included  in  the  audited financial statements for the year
ended December 31, 2003.  All material  intercompany  accounts and transactions
between the Company and its subsidiaries have been eliminated.


2. GOING CONCERN

Since   inception,   the  Company  has  incurred  cumulative  net   losses   of
approximately $7,940,600  and  has  a  stockholders'  deficit  of approximately
$1,927,200  at  September  30, 2004. The Company expects to continue  to  incur
substantial losses to develop  its products and distribution networks, and does
not expect to attain profitability  in  the  near future.  Since its inception,
the  Company  has funded operations through short-term  borrowings  and  equity
investments in  order  to  meet  its strategic objectives. The Company's future
operations are dependent upon external  funding  and  its  ability  to increase
revenues and reduce expenses.  Management believes that sufficient funding will
be available from additional related party borrowings and private placements to
meet  its  business  objectives  including  anticipated  cash needs for working
capital, for a reasonable period of time.  However, there  can  be no assurance
that  the  Company  will  be  able  to obtain sufficient funds to continue  the
development of its software products and distribution networks.




<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited



2. GOING CONCERN (CONTINUED)

Further, since fiscal 2000, the Company  has  been  deficient in the payment of
Brazilian  payroll  taxes and Social Security taxes.  At  September  30,  2004,
these deficiencies amounted  to approximately $426,800.  This payroll liability
is included as part of the accrued  payroll  and  related  expenses  within the
consolidated balance sheet.

As  a  result  of  the  foregoing,  there  exists  substantial  doubt about the
Company's ability to continue as a going concern. These consolidated  financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A. REVENUE RECOGNITION

      Revenue  from  the  sale  of software products, which do not require  any
      significant production, modification  or  customization for the Company's
      targeted customers and do not have multiple elements, is recognized when:
      (1)  persuasive  evidence  of  an arrangement exists;  (2)  delivery  has
      occurred; (3) the Company's fee  is  fixed  and  determinable,  and;  (4)
      collectibility  is  probable.  As of September 30, 2004, the Company does
      not have any multiple elements arrangement with any of its customers.

         B. PROPERTY AND EQUIPMENT, NET

      Property and equipment  is  stated  at cost less accumulated depreciation
      and  amortization.  Depreciation  and  amortization   is  recorded  on  a
      straight-line basis over the estimated useful lives (approximately 2 - 10
      years) of the assets. Expenditures for maintenance and  repairs  that  do
      not  improve  or  extend  the life of the expected assets are expensed to
      operations, while major repairs are capitalized.

         C. FOREIGN CURRENCY TRANSLATION

      The assets and liabilities  of  the  Company's  foreign  subsidiaries are
      translated  into  U.S.  dollars  at the year-end exchange rates  and  all
      revenue and expenses are translated  into  U.S.  dollars  at  the average
      exchange rates prevailing during the periods in which these items  arise.
      Translation  gains and losses are deferred and accumulated as a component
      of other comprehensive income in stockholders' deficit. Transaction gains
      and losses that  arise  from  exchange  rate fluctuations on transactions
      denominated  in  a currency other than the  functional  currency  (TDS  -
      Brazilian Real, Transax  Australia,  -  Australian dollar and Transax and
      the  Company  -  USD)  are  included in the Statement  of  Operations  as
      incurred.



<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         D. LOSS PER SHARE

      Basic loss per share is computed  by  dividing the loss for the period by
      the weighted average number of common shares  outstanding for the period.
      Diluted loss per share reflects the potential dilution  of  securities by
      including  other  potential  common  stock,  including stock options  and
      warrants, in the weighted average number of common shares outstanding for
      a period, if dilutive.

      At  September  30,  2004, there were 7,151,070 outstanding  warrants  and
      1,693,270 outstanding  options  that  were  granted  under  the year 2003
      incentive  stock  option plan (See Note 8).  These securities may  dilute
      the earnings per share calculation in the future.

         E. COMPREHENSIVE INCOME

      The Company has adopted  SFAS  No.  130,  Reporting Comprehensive Income.
      Other  comprehensive  income,  which  currently   includes  only  foreign
      currency translation adjustments, is shown net of tax in the Statement of
      Changes in Stockholders' Deficit.

         F. STOCK BASED COMPENSATION

      The  Company accounts for stock-based employee compensation  arrangements
      in accordance  with the provisions of Accounting Principles Board ("APB")
      Opinion No. 25,  Accounting  for  Stock Issued to Employees, and complies
      with the disclosure provisions of SFAS  No.  123,  Accounting  for Stock-
      Based  Compensation. Under APB No. 25, compensation expense is recognized
      based on  the  difference,  if  any,  on  the  date  of grant between the
      estimated market value of the Company's stock and the  amount an employee
      must  pay  to  acquire  the  stock.  Compensation  expense  is recognized
      immediately for past services and rateably for future services  over  the
      option-vesting period.

      The  Company  accounts  for equity instruments issued in exchange for the
      receipt of goods or services from other than employees in accordance with
      SFAS No. 123 and the conclusions  reached  by  the  Emerging  Issues Task
      Force ("EITF") in Issue No. 96-18, Accounting for Equity Instruments That
      Are Issued to Other Than Employees for Acquiring, or in Conjunction  with
      Selling,  Goods  or  Services.   Costs are measured at the estimated fair
      market value of the consideration received or the estimated fair value of
      the equity instruments issued, whichever is more reliably measurable. The
      value of equity instruments issued  for consideration other than employee
      services is determined on the earlier  of  a  performance  commitment  or
      completion of performance by the provider of goods or services as defined
      by EITF No. 96-18.




<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited




   1. FINANCIAL INSTRUMENTS / CREDIT RISK

The  Company performs certain credit evaluation procedures and does not require
collateral  for  financial  instruments  subject  to  credit risk.  The Company
believes that credit risk is limited because the Company routinely assesses the
financial  strength  of its customers, and based upon factors  surrounding  the
credit  risk  of its customers,  establishes  an  allowance  for  uncollectible
accounts and, as  a  consequence,  believes that its accounts receivable credit
risk exposure beyond such allowances is limited.

The Company's principal business activities  are  located  in Brazil.  Although
Brazil  is  considered  to be economically stable, it is always  possible  that
unanticipated  events  in  foreign   countries   could  disrupt  the  Company's
operations.

The  Company  had  net  sales  to 3 major customers during  the  quarter  ended
September 30, 2004, and to 2 major customers during the quarter ended September
30, 2003.  Currently, TDS has three  clients:  Camed  - Caixa de Assist{e^}ncia
dos Funcion{a'}rios do Banco Nordeste, Golden Cross and  Bradesco Seguros, with
Golden  Cross  being currently responsible for approximately  69%  of  revenues
during the quarter ended September 30, 2004.

The Company maintains  cash  deposits  with financial institutions, which, from
time  to  time,  may  exceed federally insured  limits.  The  Company  has  not
experienced any losses and believes it is not exposed to any significant credit
risk from cash. At September 30, 2004 the Company did not have cash balances on
deposit that exceeded the federally insured limits.



5. SOFTWARE DEVELOPMENT COSTS


The Company established  the technological feasibility of its MedLink Solutions
in the year ended December 31, 2002.  Therefore, from Inception to December 31,
2002, all costs incurred in  establishing  the technological feasibility of the
MedLink  Solutions  were  charged  to expense when  incurred,  as  required  by
Statement  of  Financial  Accounting  Standards   ("SFAS")   Statement  No.  2,
Accounting for Research and Development Costs.

In  accordance with SFAS No. 86, Accounting for the Costs of Computer  Software
to be  Sold,  Leased or Otherwise Marketed, the Company has capitalized certain
of its software  development costs incurred.  The Company began to amortize the
capitalized costs  in  the  third  quarter of the year ended December 31, 2003,
based on the current and future revenue  for  each  product.   Amortization  of
these costs for the three-month and nine-month periods ended September 30, 2004
of  approximately  $22,700  (2003  :  $6,000),  and  $63,600  (2003  : $6,000),
respectively,  are  included in the statement of operations as part of research
and development expenses.





<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited




6.   PROPERTY AND EQUIPMENT

Property and equipment are comprised of the following:














Depreciation and amortization  charged  to  operations  is approximately $8,300
(2003 : $15,500) and $ 43,000  (2003 : $ 90,300) for the  three months and nine
month periods ended September 30, 2004, respectively.


   1. FOREIGN OPERATIONS

The Company identifies its operating segments based on its  business activities
and  geographical  locations.  The  Company operates within a single  operating
segment,  being  a  provider  of  information  network  solutions  specifically
designed for healthcare providers and  health  insurance companies. The Company
operates  in  Brazil, Australia and Mauritius, and  has  a  registered  mailing
address in Singapore  and  in the USA.  All of the Company's assets are located
in Brazil.






<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

7. FOREIGN OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                      ------------------------    --------------------------
                                                         THREE MONTHS ENDED           NINE MONTHS ENDED
                                                           SEPTEMBER 30,                SEPTEMBER 30,
                                                        2004          2003           2004           2003
                                                      ---------    -----------    -----------    -----------
<S>                                                   <C>          <C>            <C>            <C>
Net sales to Unaffiliated Customers

         Brazil                                       $ 322,377    $    87,996    $   772,576    $   200,197
         USA                                                 --             --             --             --
         Singapore                                           --             --             --             --
         Australia                                           --             --             --             --
         Mauritius                                           --             --             --             --
                                                      ---------    -----------    -----------    -----------
                                                        322,377         87,996        772,576        200,197
                                                      ---------    -----------    -----------    -----------

Loss from operations

         Brazil                                        (386,774)      (422,977)    (1,049,166)    (1,080,748)
         USA                                           (532,566)      (112,128)      (739,435)      (533,264)
         Singapore                                           --            514             --        (12,072)
         Australia                                      (32,344)       (38,349)       (32,429)       (71,517)
         Mauritius                                      (13,127)            --        (34,359)            --
                                                      ---------    -----------    -----------    -----------
                                                       (964,811)      (572,940)    (1,855,389)    (1,697,601)
                                                      ---------    -----------    -----------    -----------

                                                       (642,434)      (484,944)    (1,082,813)    (1,497,405)
                                                      ---------    -----------    -----------    -----------

Other income (expenses)

         Brazil                                         (36,041)       (29,487)       (90,763)       (43,050)
         USA                                            (33,099)      (182,141)       (82,808)      (196,042)
         Singapore                                           --             --             --             --
         Australia                                        3,010          1,180          3,436          2,679
         Mauritius                                           --             --             --             --
                                                      ---------    -----------    -----------    -----------
                                                        (66,130)      (210,447)      (170,135)      (236,413)
                                                      ---------    -----------    -----------    -----------

Net loss as reported in the accompanying statements   $(708,564)   $  (695,391)   $(1,252,948)   $(1,733,818)
                                                      =========    ===========    ===========    ===========
</TABLE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

8. SHARE CAPITAL (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                       Weighted
                                                                                         Weighted       Average
                                                                                          Average      Remaining
                                           Number of     Exercise                        Exercise     Contractual
                                            Options       Price      Expiration Date       Price         Life
                                          -----------    --------    ----------------    ---------    -----------
<S>                                        <C>           <C>         <C>                 <C>           <C>
  Granted, August 14, 2003                  4,500,000    $   0.50     August 14, 2008    $    0.49           3.83
                 exercised during 2003     (1,206,730)
                 cancelled during 2003     (1,618,270)
                                          -----------
 number exercisable, December 31, 2003      1,675,000

                 exercised during 2004             --
                 cancelled during 2004             --
                                          -----------
number exercisable, September 30, 2004      1,675,000

  Granted, October 1, 2003                  1,293,270    $   0.50    October 22, 2008           --             --
                 exercised during 2003        (87,500)
                 cancelled during 2003     (1,205,770)
                                          -----------
 number exercisable, December 31, 2003             --

  Granted, December 1, 2003                 1,205,770    $   0.25    December 1, 2008    $    0.00           0.05
                 exercised during 2003       (462,500)
                 cancelled during 2003             --
                                          -----------
 number exercisable, December 31, 2003        743,270

                 exercised during 2004       (450,000)
                 cancelled during 2004       (275,000)
                                          -----------
number exercisable, September 30, 2004         18,270

  Granted, July 26, 2004                      600,000    $   0.06     August 14, 2008           --             --
                 exercised during 2004        600,000
                                          -----------
number exercisable, September 30, 2004             --

Balance, September 30, 2004                 1,693,270                                    $    0.50     3.88 years
                                          -----------                                    ---------    -----------
</TABLE>




8. SHARE CAPITAL

COMMON STOCK


On January 7, 2004, the Company issued 300,000 shares of common stock for share
subscriptions received in 2003 of $75,000.


On January 7, 2004, the Company  issued  373,570  units for share subscriptions
received in 2003 of approximately $93,400 owed to a related party whose officer
is an officer of the Company. The units were issued  to  assignees  of the debt
holder.   Each  unit  is  comprised of one common share and one warrant.   Each
warrant entitles the holder  to  purchase  an additional share of TNSX's common
stock at $0.50, for a period of 12 months.










<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited



8. SHARE CAPITAL (CONTINUED)


On January 26, 2004, the Company issued 300,000  shares  of  restricted  common
stock for services rendered, for net value of $75,000 included in the statement
of  operations  for the three-month period ended March 31, 2004 as professional
fees.   On May 5,  2004,  the  Company  returned to treasury 300,000 restricted
shares that had been issued for services  rendered  on  January  26, 2004.  The
shares  were returned for non-performance, and the expense was reversed  during
the three month period ended June 30, 2004 (See note 11).


On February  12,  2004,  the  Company issued 300,000 shares of common stock for
options exercised, for net proceeds  of $75,000. The proceeds were utilized for
the settlement of advances payable.


On  April 18, 2004, the Company issued  450,000  units  for  options  exercised
during  the year ended December 31, 2003.  Each unit is comprised of one common
share and  one  half  warrant.  Each warrant entitles the holder to purchase an
additional share of TNSX's  common stock at $1.00 until November 20, 2005.  The
proceeds, totaling $225,000, were utilized to reduce existing debt.


On June 2, 2004, the Company  issued  45,000  shares  of common stock to settle
share subscriptions for finders' fees, for net value of $27,900 included in the
statement of operations for the year ended December 31,  2003  as  stock  based
compensation.


On June 11, 2004, the Company issued 150,000 shares of common stock for options
exercised,  for  net  proceeds of  $37,500.  The proceeds were utilized for the
settlement of accounts  payable  related  to  financing  fees  included  in the
statement  of  operations  for  the three and six -month periods ended June 30,
2004.


On July 26, 2004, the Company issued 600,000 shares of common stock for options
exercised, for net proceeds of  $36,000.   The  proceeds  were utilized for the
settlement of accounts payable related to professional services included in the
statement of operations for the three-month period ended September 30, 2004.


On  August  12,  2004,  the Company issued 600,000 shares of restricted  common
stock to settle share subscriptions  for  services,  for  net  value of $36,000
included  in  the  statement  of  operations  for the three-month period  ended
September 30, 2004 as professional services.


On September 29, 2004, the Company received subscriptions for 374,848 shares of
common stock to settle approximately $28,100 in interest due to a related party
in relation to cash advances.  Subsequent to September  30,  2004,  the  shares
were issued to assignees of the debt holder.  (See note 11).


On September 29, 2004, the Company received subscriptions for 346,667 shares of
common  stock to settle approximately $26,000 in finder's fees due to a related
party in  relation  to  cash  advances.   Subsequent to September 30, 2004, the
shares were issued to assignees of the debt holder.  (See note 11).


On September 29, 2004, the Company received  subscriptions for 1,687,500 shares
of common stock to settle approximately $135,000  of  debt  owed  to  a related
party.   Subsequent  to September 30, 2004, the shares were issued to assignees
of the debt holder.  (See note 11).










<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited










8. SHARE CAPITAL (CONTINUED)

On September 29, 2004,  the  Company received subscriptions for 1,715,000 units
to settle approximately $128,600  in  cash advances.  Each unit is comprised of
one common share and one warrant.  Each warrant entitles the holder to purchase
an additional share of TNSX's common stock  at  $0.20 until September 29, 2009.
Subsequent to September 30, 2004, the units were  issued  to  assignees  of the
debt holder.  (See note 11).


On September 29, 2004, the Company received subscriptions for 166,667 shares of
common  stock  to settle approximately $12,500 in finder's fees in relation  to
cash advances.   Subsequent  to  September  30, 2004, the shares were issued to
assignees of the debt holder.  (See note 11).


On September 29, 2004, the Company received subscriptions for 286,200 shares of
common stock to settle approximately $21,500  in  interest  due  in relation to
cash advances.    Subsequent to September 30, 2004, the shares were  issued  to
assignees of the debt holder.  (See note 11).


On September 29, 2004, the Company received subscriptions for 562,500 shares of
common  stock to settle approximately $45,000 of debt.  Subsequent to September
30, 2004,  the  shares  were issued to assignees of the debt holder.  (See note
11).


On September 29, 2004, the Company received subscriptions for 687,500 units for
conversion of $55,000 of  a  convertible loan to a related party.  Each unit is
comprised of one common share  and  one  warrant.   Each  warrant  entitles the
holder  to  purchase an additional share of TNSX's common stock at $0.20  until
September 29,  2009. Subsequent to September 30, 2004, the units were issued to
assignees of the debt holder.  (See note 11).


On September 29, 2004, the Company received subscriptions for 871,425 shares of
common stock to settle approximately $69,700 in interest due to a related party
in relation to a  convertible  loan.   Subsequent  to  September  30, 2004, the
shares were issued to assignees of the debt holder.  (See note 11).


As  at  September 30, 2004, 16,848,217 shares were issued and outstanding,  and
the Company  was  obligated  to  issue an additional 6,698,306 shares of common
stock in relation to the share subscriptions received on September 29, 2004.


STOCK OPTIONS

The Board of Directors of Transax  approved  the adoption of an incentive Stock
Option Plan, effective January 1, 2003.

As  at  September 30, 2004, the Company granted  7,599,040  stock  options  and
cancelled  3,099,040  stock  options under the Plan.  As at September 30, 2004,
2,806,730 stock options were exercised,  including  600,000  during the quarter
ended September 30, 2004.  At September 30, 2004, 1,693,270 stock  options were
outstanding.  There  were  600,000 stock options granted during the nine-months
period ended September 30, 2004  (2003  :  0).  These securities may dilute the
earnings per share calculation in the future.

The  table  below  lists  the exercise prices and expiry  date  of  outstanding
options.




<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

8. SHARE CAPITAL (CONTINUED)



The  Company accounts for stock-based  employee  compensation  arrangements  in
accordance  with  the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, ("APB No. 25") and complies with SFAS
No.  123  Accounting   for   Stock-Based   Compensation,   for  the  disclosure
requirements  regarding  stock  based  employee compensation, as  well  as  the
accounting for stock-based compensation  given  to  non-employees For financial
statement disclosure purposes, the fair market value  of  each stock option and
stock warrant grant during the quarter ended September 30,  2004 was  estimated
on  the  date  of  grant  using  the  Black-Scholes  option-pricing  model,  in
accordance   with  Statement  No.  123  using  the  following  weighted-average
assumptions: expected  dividend  yield  0%,  risk-free  interest rate of 3.15%,
volatility of 191.29% and expected term of 5 years. The table below illustrates
the pro-forma costs of options and warrants issued to employees.





<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements        Transax International Limited

8. SHARE CAPITAL (CONTINUED)
================================================================================

<TABLE>
<CAPTION>
                                                                     FOR THE THREE MONTHS             FOR THE NINE MONTHS
                                                                     ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                                                     2004           2003            2004          2003
                                                                  -----------    -----------    ------------- -------------
<S>                                                               <C>            <C>            <C>              <C>
Net loss as reported                                              $  (708,564)   $  (695,391)   $  (1,252,948) $  (1,733,818)

Deduct: Amount by which stock -based employee compensation as
determined under fair value based method for all awards exceeds
the compensation as determined under the intrinsic value
method.                                                           $    (4,600)       (85,410)   $      (4,600)       (85,410)
                                                                  -----------    -----------    -------------   -------------

Pro forma net loss under SFAS No. 123                             $  (713,164)   $  (780,801)   $  (1,257,548) $  (1,819,228)
                                                                  ===========    ===========    =============   =============

Basic and diluted net loss per common share as reported           $      0.04   $     (0.05)    $        0.08  $       (0.14)

Pro forma net loss per common share under SFAS No. 123            $     (0.04)   $     (0.06)   $       (0.08) $       (0.14)
</TABLE>





















WARRANTS

During  the  quarter  ended  September  30, 2004, under SFAS 123,  the  Company
incurred  a  stock based compensation cost  of  $34,900  for  the  issuance  of
options, and $230,111  for  the  issuance  of warrants to non-employees.  These
charges are included in the statement of operations as stock based compensation
for the three-month period ended September 30, 2004.

As at September 30, 2004, 7,151,070  warrants  were outstanding.    The Company
has issued 2,402,500 additional warrants during the quarter ended September 30,
2004.  These securities may dilute the earnings  per  share  calculation in the
future.

The table below lists the exercise prices and expiry date of outstanding
warrants.


















   1. CASH ADVANCES

As  of  January  1,  2004  the  Company had approximately $152,600 of  advances
payable and accrued interest outstanding  to  a non-related company. During the
quarter ended March 31, 2004, the Company issued  300,000  shares of its common
stock  for  the  settlement  of approximately $37,500 of advances  payable  and
$37,500 of accrued expenses to this non-related company.  These advances accrue
interest at approximately 1% per  month  (12%  per  annum). The Company accrued
approximately $3,100 and $9,800 for interest during the  three  and  nine-month
periods  ended  September  30, 2004, respectively.  On September 29, 2004,  the
Company received subscriptions  for  548,333 units and 270,200 shares of common
stock to settle approximately $41,100  in  advances and $20,300 in interest due
to this non-related company.  Each unit is comprised  of  one  common share and
one warrant.  Each warrant entitles the holder to purchase an additional  share
of TNSX's common stock at $0.20 until September 29, 2009.  As at September  30,
2004, advances and accrued interest amounted to $63,500 (See note 8 and 11).

During  the  three and nine month periods ended September 30, 2004, the Company
received $24,000  and  $90,000 respectively in cash advances from a non-related
party.  These advances accrue  interest  at approximately 1% per month (12% per
annum). The Company accrued approximately $2,400 and $2,900 for interest during
the three and nine-month periods ended September  30,  2004.   On September 29,
2004, the Company received subscriptions for 1,166,667 units and  16,000 shares
of  common  stock to settle $87,500 in advances and $1,200 in interest  due  to
this non-related  party.   Each  unit  is comprised of one common share and one
warrant.  Each warrant entitles the holder  to  purchase an additional share of
TNSX's common stock at $0.20 until September 29,  2009.   As  at  September 30,
2004, advances and accrued interest amounted to $28,200 (See note 8 and 11).


10. RELATED PARTY

DUE TO RELATED PARTIES

As  of  January  1,  2004  the  Company  had approximately $188,400 of advances
payable and accrued interest due to a related party whose officer is an officer
of the Company.  During the quarter ended  March  31,  2004, this related party
advanced the Company $72,500, for working capital purposes.  During the quarter
ended June 30, 2004, this related party advanced an additional  $10,000  to the
Company.    These  advances  accrue interest at approximately 1% per month (12%
per annum). The Company accrued  approximately  $8,000 and $23,200 for interest
during the three and nine-month periods ended September 30, 2004.  On September
29, 2004, the Company received subscriptions for 374,848 shares of common stock
to settle approximately $28,100 in interest due to  this  related party.  As at
September  30,  2004, advances and accrued interest amounted  to  approximately
$266,000 (See note  8  and  11).    This  balance is included in due to related
parties on the balance sheet.

Within  the statement of operations, the following  related  party  costs  were
expensed during the three and nine-month periods ended September 30, 2004:

   {circle}The   Company   incurred  $33,000  and  $99,000  in  consulting  and
      management fees to a director  of  the Company during the three and nine-
      month periods ended September 30, 2004,  respectively  (2003: $99,000 and
      $33,000).   At  September 30, 2004, approximately $96,000  in  consulting
      fees and approximately  $43,600  in  expenses  were  outstanding  to this
      director;



<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited




   1. RELATED PARTY  (CONTINUED)

      -  The   Company   incurred  $24,000  and  $72,000  in   consulting   and
      management fees to a company whose officer is an officer of the operating
      subsidiary of the Company  during  the three and nine-month periods ended
      September  30,  2004,  respectively  (2003:  $24,000  and  $72,000).   At
      September 30, 2004, $31,000 in consulting  fees  was  outstanding to this
      officer;
      -  The  Company  incurred approximately $0 in consulting  and  management
      fees to a director of the Company during the three and nine-month periods
      ended  September 30, 2004, respectively (2003: $10,000 and $10,000).   At
      September   30,   2004,  approximately  $6,400  in  consulting  fees  and
      approximately $3,100 in expenses were outstanding to this director;
      -  The  Company  incurred approximately $17,700 and $64,500 in consulting
      fees to a company whose  officer  is an officer of the Company during the
      three  and  nine-month periods ended  September  30,  2004,  respectively
      (2003: $17,100  and  $46,200).   At  September  30,  2004,  approximately
      $78,000 in consulting fees were outstanding to this officer;
      -  The  Company  incurred approximately $25,800 and $25,800 in consulting
      fees to a company whose director is a director of the Company  during the
      three  and  nine-month  periods  ended  September  30, 2004, respectively
      (2003:  $19,800  and  $38,200).   At  September  30, 2004,  approximately
      $50,200 in consulting fees was outstanding to this director;
      -  The  Company  incurred approximately $24,700 and  $67,800  in interest
      to a company whose director is a director of the Company during the three
      and  nine-month  periods  ended  September  30, 2004, respectively (2003:
      $8,400 and $27,400).

LOAN


On March 5, 2004, the Company borrowed *115,000 (approximately  $141,800)  from
an officer of the Company for working capital purposes.   The loan accrues 0.8%
interest  per  month,  compounded, has a term of twelve months, and the debt is
repayable quarterly in arrears.  As at September 30, 2004, approximately $7,700
in interest was accrued on this loan.


CONVERTIBLE LOANS


At September 30, 2004, the loans for  $255,000  and  $100,000, due to a related
party  whose officer is an officer of the Company, were  in  default,  less  an
amount of  $55,000  that  was  converted for 687,500 units of the Company, each
unit consisting of one share of  common  stock  of  the Company and one warrant
exercisable  at  $0.20  until September 29, 2009.   During  the  quarter  ended
September,  the Company re-priced  the  conversion  to  reflect  the  Company's
current share  price.  Therefore, the lender carries the option during the term
of the loan, and  any  extension thereto, to convert the principal and interest
into common stock of TNSX at a conversion price of $0.08 per unit. Each unit is
comprised of one common share and one warrant. Each warrant entitles the holder
to purchase an additional  share  of the Company's common stock at $0.20, for a
period  of  five years.  The interest  rate  of  the  loan  is  12%  per  annum
compounded monthly.










<PAGE>

September 30, 2004
Unaudited Consolidated Financial Statements       Transax International Limited








10.  RELATED PARTIES  (CONTINUED)


During the three  and  nine-month periods ended September 30, 2004, the Company
incurred approximately $  12,800 and $36,900, respectively, in interest related
to these two loans.   On September  29, 2004, the holder of the notes exercised
this conversion feature, and the Company  received  subscriptions  for  687,500
units  for  conversion  of  $55,000  of  the  loan.   The Company also received
subscriptions  for  871,425  shares  of  common  stock to settle  approximately
$69,700 in interest due on these loans.


As  at  September 30, 2004, no interest was due on these  two  loans,  and  the
principal amount due was $300,000.


The Company  did not incur beneficial conversion charges because the conversion
price was equivalent  to the average offering price for equity when these loans
became convertible.



11. SUBSEQUENT EVENTS

   {circle}On October 19,  2004,  the  Company issued an aggregate of 6,698,306
      shares  of its restricted Common Stock  to  the  assignees  of  the  debt
      holders pursuant  to  various  debt settlement agreements entered into on
      September 29, 2004;

   {circle}On October 25, 2004, the Company  entered  into $5,000,000 financial
      arrangement with Cornell Capital Partners, LP.  Under  the  terms  of the
      funding  arrangement  with  Cornell Capital Partners, TNSX has secured  a
      $250,000  bridge  loan  and  Standby   Equity   facility  for  a  further
      $5,000,000.  The  Standby Equity Distribution Agreement  commits  Cornell
      Capital, LP. to provide  up  to  $5,000,000, of funding to Transax over a
      24-month period;


   {circle}On November 10, 2004, Mr. Graeme  Smith  tendered his resignation as
      officer and Director of the Company.









<PAGE>
FORM 10-QSB
September 30, 2004
Exhibit 10.1                                      Transax international Limited






<PAGE>
FORM 10-QSB
September 30, 2004
Exhibit 10.1                                      Transax international Limited




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

Transax  International  Limited,  a  Colorado  corporation   (the   "Company"),
currently trades on the OTC Bulletin Board under the symbol "TNSX"".

The  Company was incorporated under the laws of the State of Colorado  in  1999
under the name "Vega-Atlantic Corporation". Previously, the Company was engaged
in the  business  of  minerals  and  oil  and  gas exploration, acquisition and
development within the United States and worldwide.   During  August  2003, the
Company  completed  the  acquisition  of  Transax  Limited,  a Colorado private
corporation ("Transax Limited"), pursuant to a reverse merger  and  changed its
name to "Transax International Limited" by filing an amendment to its  articles
of incorporation.

As  of the date of this Quarterly Report, the Company, through its wholly-owned
subsidiary TDS Telecommunication Data Systems LTDA. ("TDS") is an international
provider  of  information network solutions, products and services specifically
designed  for  the   healthcare   providers   and  health  insurance  companies
(collectively, the "Health Information Management Products").

TDS TELECOMMUNICATION DATA SYSTEMS LTDA

TDS Telecommunication Data Systems LTDA ("TDS") was incorporated under the laws
of Brazil on May 2, 1998, and is a wholly-owned  subsidiary  of the Company. As
of  the  date  of this Quarterly Report, TDS assists the Company  in  providing
information network solutions, products and services within Brazil.

TRANSAX AUSTRALIA PTY LTD.

Transax Australia  Pty  Ltd.  ("Transax  Australia") was incorporated under the
laws of the state of New South Wales, Australia  on  January 19, 2003, and is a
wholly-owned  subsidiary  of  the  Company. As of the date  of  this  Quarterly
Report,   Transax  Australia  assists  the   Company   in   seeking   marketing
opportunities  to  provide information network solutions, products and services
within Australia and regionally.

MEDLINK TECHNOLOGIES, INC.

Medlink Technologies,  Inc.  ("Medlink")  was  incorporated  under  the laws of
Mauritius on January 17, 2003, and is a wholly-owned subsidiary of the Company.
As  of  the  date  of  this  Quarterly  Report,  Medlink holds the intellectual
property developed by the Company and is responsible  for  initiating  research
and development.

CURRENT BUSINESS OPERATIONS

As  of  the  date  of  this  Quarterly  Report, the Company, through TDS, is an
international provider of health information  management products, as described
below, specifically designed for the healthcare  providers and health insurance
companies.  The  Company  is  dedicated  to  improving healthcare  delivery  by
providing to hospitals, physician practices and health insurance companies with
innovative health information management systems  to manage coding, compliance,
abstracting and record managements processes.

The  strategic  focus  of  the  Company  is  to become a premier  international
provider of health information management network  solutions for the healthcare
providers and health insurance companies, enabling the  real time automation of
routine  patient  transactions.  Management  of the Company believes  that  the
Company's  unique  combination  of  complimentary   solutions  is  designed  to
significantly  improve  the  business  of  healthcare.  The   Company's  health
information management products and software solutions are designed to generate
operational efficiencies, improve cash flow and measure the cost and quality of
care.

MEDLINK SOLUTION

The  Company  has  developed  a proprietary software trademarked (Brazil  only)
"MedLink", which was specifically designed and developed for the healthcare and
health insurance industry enabling  the real time automation of routine patient
eligibility,  verifications,  authorizations,  claims  processing  and  payment
functions that are currently performed  manually  (the  "MedLink  Solution"). A
transaction fee is charged to the insurer for use of the MedLink Solution.

The  MedLink  Solution  hosts  its  own  network  processing system (the "Total
Connectivity Solution"), whereby the Company is able to provide an insurer with
the  ability  to  cost  effectively process all of the  transactions  generated
regardless of location or  method  of  generation.  Management  of  the Company
believes  that  the  MedLink  Solution  solves  technological and communication
problems within the healthcare systems by creating a virtual "paperless office"
for the insurer and total connectivity, regardless  of  method,  for the health
provider.  The  MedLink  Solution  replaces  manual medical claims systems  and
provides  insurance  companies  and  healthcare providers  significant  savings
through  a substantial reduction in operational  costs.  The  MedLink  Solution
allows users to collect, authorize and process transaction information in real-
time for applications  including,  but  not  limited  to,  patient and provider
eligibility  verification,  procedure  authorization  and  claims   and   debit
processing.  Participants  of  the  MedLink  Solution  include  private  health
insurance companies, group medical companies, and healthcare providers.

As of the date of this Quarterly Report the Company has installed approximately
3,300  solutions into healthcare provider locations throughout Brazil and plans
to install up to a further 600 solutions during fiscal 2004.

STRATEGIC ALLIANCES

The Company has developed key strategic alliances with the following technology
providers  to  support  the  MedLink  Solution's unique system architecture and
design. Management of the Company believes  that  the  establishment  of  these
strategic  alliances  has given the Company a significant competitive advantage
in Brazil.

BEARINGPOINT INC.  On February  12,  2004,  the  Company and BearingPoint, Inc.
("BearingPoint"), entered into a teaming agreement  (the  "BearingPoint Teaming
Agreement") for tendering to Petrobras.  Pursuant to the terms  and  provisions
of the BearingPoint Teaming Agreement, (i) BearingPoint will be responsible for
the  supply  of  the SmartCards; (ii) BearingPoint will be responsible for  the
development and maintenance  of  the  various  applications for the SmartCards;
(iii) BearingPoint will be responsible for the management  and operation of the
Card  Management  Systems ("CMS");  (iv) BearingPoint will be  responsible  for
consulting services  for  the integration of the specifications of the project;
(iv) BearingPoint will be providing  Help Desk services for stage one; (vi) TDS
will  be  responsible  for the development,  customization,  installation,  and
maintenance of the MedLink  Solutions capture methods and transaction services;
(vii) TDS will be responsible  for  development, customization, and maintenance
of the system authorizer; (viii) TDS  will  be providing Help Desk services for
stages  two  and  three; (ix) TDS will be responsible  for  the  operation  and
maintenance of the  capture  methods  and  their  components;   (x) TDS will be
responsible  for  consulting services for the integration and specification  of
the project.

GENS INFORMATION  -  PMS/ASP.  On  February  19,  2001,  the  Company  and GENS
Information  ("GENS"), entered into an operating agreement (the "GENS Operating
Agreement"). Pursuant  to  the  terms  and  provisions  of  the  GENS Operating
Agreement:  (i)  GENS  will  provide  to  the  Company  a  basic product called
"Personal  Med",  which  is a Windows client-server application,  running  with
Delphi front-end and Paradox  and  Oracle  DB  (which  has approximately thirty
variations designed around specific exam data to be acquired and stored in each
medical  specialization);  and  (ii) the Company will incorporate  the  MedLink
Solution transaction services within the Personal Med allowing for its users to
use the MedLink Solution services from within their PMS.

As of the date of this Quarterly  Report,  GENS is implementing versions to its
Personal  Med  based on SQL server, and is further  developing  a  web  enabled
version, which will  allow  doctors to select patients they want to have access
through the InternetWeb, and  a tool to access the database of each patient for
this centralized base. GENS is  also implementing access to doctor's agenda and
some direct news to be directed to Internet enabled doctors.

VIDALINK  - DRUG MANAGEMENT. On August  29,  2001,  the  Company  and  Vidalink
entered into  an  operational agreement (the "Vidalink Operational Agreement"),
to allow the Vidalink health portal access to the MedLink Solution connectivity
services, creating  the  first  authorization  and  claims  processing Internet
service in Brazil. The Vidalink health portal offers doctors the most extensive
set of information on pathologies and medication practices, with  complete drug
interaction   analysis  and  alert  functionality.  It  also  offers  extensive
continuous education programs, with selection of doctor's areas of interest and
automatic issuing news on selected subjects.

Pursuant to the terms and provisions of the Vidalink Operational Agreement, the
MedLink Solution connectivity capabilities will be added to the Vidalink health
portal,  which will  give  the  MedLink  Solution  access  to  Vidalink's  drug
management services and Internet content, thus creating a synergic relationship
between the two portals and allow doctors access to each portal reaching a much
broader range of services.

MOSAIC SOFTWARE,  INC.  -  NETWORK  PROCESSOR SYSTEM. On November 25, 2002, the
Company  and  Mosaic  entered into supplier  agreement  (the  "Mosaic  Supplier
Agreement") to develop  the  Network  Processor  software package, known as the
"Postillion  ",  for  use in the MedLink Solution. Management  of  the  Company
believes that Mosaic is  the supplier of the most modern technology for network
control software, based on  a  low cost hardware platform (PC's) and Windows NT
software.  Management  believes  the  Postillion  software  is  the  best  cost
effective solution for this kind of  system,  and  has  just  been  selected by
Calypso, the new ATM being deployed in United States, as the chosen platform.

HYPERCOM  CORPORATION.  On  December  1 2003, the Company and Hypercom Inc.,  a
publicly traded multinational company ("Hypercom"),  entered  into  a servicing
agreement  (the  "Hypercom  Service  Agreement").  Pursuant  to  the  terms and
provisions  of  the  Hypercom Service Agreement, Hypercom would provide leasing
arrangements  for  POS  (Point  of  Sale)  terminals  in  Brazil.  The  Company
subsequently entered into capital leases for 255 POS units.

On April 30th 2002, the Company  and  Netset,  a  wholly  owned  subsidiary  of
Hypercom  based in Brazil, entered into a service agreement whereby Netset will
(i) provide  to the Company installation, servicing, training, customer service
and technical  support  (Call  Center)  for its terminal network in Brazil; and
(ii)  allow  the Company to use the entire  Hypercom  structure  to  serve  its
clients.

SCHLUMBERGERSEMA.  On  February  21,  2003,  the  Company  and SchlumbergerSema
("Schlumberger")  entered  into  an  agreement (the "Schlumberger  Agreement"),
pursuant to which the Company and Schlumberger  would co-operate on a number of
business opportunities in the Asia-Pacific and Australasian region.

The  Company's  strategic  alliance  with  Schlumberger  covers  the  following
components: (i) capture devices, which consist  of  a  combination  of  capture
application  hardware  and  software  capable  of identifying and handling pre-
defined services entries, to be rerouted by means of electronic transactions to
an authorizer system; (ii) rerouting, which is the  development  of  a hardware
and  software  structure  for  performing  services  of  collecting  electronic
transactions  at  one  service  point  (a  service provider), where there is  a
capture  device,  with  the  rerouting  of  the  transaction   to   a   service
authorization system, and the following return of the authorization's result to
the  capture  device; and (iii) authorization system,  which is comprised of  a
hardware structure  and  application  software, for creating parameters for the
business regulations, tables and insured  registries,  providers and histories,
and is responsible for handling the transactions received  from  the collection
network, in reference to services, their analyses, release or negative, and for
sending the corresponding response to the registered provider, in the form of a
message.

MATERIAL AGREEMENTS

During  the  nine-month period ended September 30, 2004, the Company  processed
approximately 1,893,348  "real-time" transactions for its 3 customers, compared
to approximately 1,075,000 during all of fiscal 2003.

GOLDEN CROSS -  On  August 9, 2002, the Company's wholly-owned subsidiary, TDS,
and Golden Cross, one  of  Brazil's largest health insurance companies ("Golden
Cross") entered into an agreement  (the  "Golden Cross Agreement"). Pursuant to
the  terms  and  conditions  of the Golden Cross  Agreement,  the  Company  has
committed to supply to Golden  Cross  a total of 1,500 installations consisting
of more than 500 MedLink Solution POS terminals  with the balance being MedLink
PC  and MedLink Solution servers.  Additional installations,  principally  IVR,
commenced  in  July  2004.      The  Golden  Cross  Agreement also provides for
MedLink Solution WEB and MedLink Solution phone solutions,  which  will be used
as  appropriate  by  the healthcare provider.  As of the date of this Quarterly
Report, the Company has  approximately  2,820 Medlink Solutions in Golden Cross
Provider's locations.

CAMED - On October 17, 2002, the Company's  wholly-owned  subsidiary,  TDS, and
Camed, a self-insured company based in northern Brazil ("Camed"), entered  into
an  agreement  (the  "Camed Agreement") pursuant to which the Company installed
MedLink Solution POS terminals  for  pilot  testing, which was completed during
first  quarter  2003.  As of the date of this Quarterly  Report,  approximately
4,750 installations are  scheduled  to  complete the roll out consisting of 250
MedLink Solution POS terminals and 4,500  IVR  Phone.  The Camed agreement also
provides for MedLink Solution WEB and MedLink Solution phone  solutions,  which
will be used as appropriate by the healthcare providers. As of the date of this
Quarterly  Report  the Company has approximately 370 Medlink Solutions in Camed
providers' locations.

BRADESCO HEALTH  - On October 17, 2002 TDS and Bradesco Insurance ("Bradesco"),
Brazil's largest health  insurance  company,  entered into an agreement for the
provision of a four month pilot program contract for the testing of its Medlink
Solution. Subsequently, in February 2003, the pilot  program was extended for a
further six months at the request of Bradesco. On October  1, 2003 Bradesco and
the  Company  entered  into  a  contract  pursuant  to which the Company  would
undertake  and  install  its  Medlink  Solution  into  the Bradesco  healthcare
provider's network. In order to undertake this program,  Bradesco agreed to set
up  a  stand  alone  processing  facility  to  hold  its  database,  which  was
subsequently contracted to a third party. Phase one of the program went live in
March  2004.  Management  of  the Company anticipates that current  plans  will
require the Company to install up to 750 solutions into the Bradesco provider's
network during 2004 in order to  achieve  Bradesco's  initial target of 400,000
transactions per month. As of the date of this Quarterly Report the Company has
approximately 112 Medlink Solutions in Bradesco provider locations.

RESULTS OF OPERATIONS

The  accompanying unaudited consolidated financial statements  of  the  Company
present  the  accounts  of the Company at September 30, 2004 and of Transax for
the nine-month period  ended September 30, 2003.

FOR THE NINE-MONTH PERIOD  ENDED  SEPTEMBER 30, 2004 COMPARED TO THE NINE-MONTH
PERIOD ENDED SEPTEMBER 30, 2003.

The Company incurred net losses of  approximately $1,252,900 for the nine-month
period  ended  September 30, 2004 compared  to  a  net  loss  of  approximately
$1,733,800 for the  nine-month  period ended September 30, 2003 (an approximate
decrease of $480,900). Comparative  results  for  the  nine-month  period ended
September 30, 2003 include only the results of Transax and TDS until August 14,
2003,  and  for  the  Company  from  that date through September 30, 2003.  The
results for the current period include  the operations of the Company. Analysis
of the operating losses for the nine-month  period  ended  September  30,  2004
compared to the nine-month period ended September 30, 2003 is as follows.

During  the  nine-month  period ended September 30, 2004, the Company generated
approximately $899,000 in  gross revenues compared to approximately $221,700 in
gross  revenues during the nine-month  period  ended  September  30,  2003  (an
approximate  increase of $677,300). The significant increase in revenues is due
to the rollout of new software contracts in Brazil.

During the nine-month  period  ended  September  30, 2004, the Company incurred
approximately  $1,855,400  in  operating  expenses  compared  to  approximately
$1,697,600 in operating expenses during the nine-month  period  ended September
30,  2003  (an  approximate  increase  of  $157,800). The increase in operating
expenses during the nine-month period ended September 30, 2004 is primarily due
to  an  increase  in cost of product support services  and  investor  relations
expenses, and is not  proportional  to the increase in revenues during the same
period and is described below.

During the nine-month period ended September  30,  2004,  payroll  and  related
benefits  decreased  to approximately $269,900 (2003: $276,200) mostly due  the
capitalization of research  and  development  expenditures. The cost of product
support services has  increased from approximately $302,100 to $392,300 for the
nine-month period ended September 30, 2004 due  to the rollout of the Company's
newest contract.

During the nine-month period ended September 30,  2004,  the  Company  incurred
approximately  $142,200 in professional fees compared to approximately $240,900
during the nine-month  period  ended  September  30,  2003.  This  decrease  in
professional  fees  is  primarily  due  to  a reduction in accounting and legal
expenses relating to the merger of Transax with  the  Company. During the nine-
month period ended September 30, 2004, professional fees  consisted  mainly  of
approximately:  (i) $31,400 in audit and accounting fees (2003: $ 62,000); (ii)
$22,000 in legal  fees (2003: $139,500); (iii) $77,200 in financing fees (2003:
$0); (iv) $9,600 in  regulatory  and  filing  fees  (2003:  $9,000);  (v) $0 in
monitor fees (2003: $14,800); and (vi) $0 in management fees (2003: $15,200).

During  the  nine-month  period ended September 30, 2004, the Company  incurred
approximately  $256,900  (2003:  $296,200)  in  related  party  management  and
consulting fees. During the  nine-month  period  ended  September 30, 2004, the
Company incurred general and administrative expenses of approximately  $298,000
compared  to  general  and  administrative  expenses  of approximately $260,900
during the nine-month period ended September 30, 2003.  The  higher  costs  are
primarily  due  to  an  increase  in  support  services  required  to  maintain
operations.

During  the  nine-month  period  ended September 30, 2004, the Company incurred
approximately $110,300 (2003: $0)  in  investor  relations  costs.  These costs
consist  mainly  of  the  production  of  promotional  materials  directed   to
shareholders  and  of communication program and efforts directed to current and
potential shareholders.

During the nine-month  period  ended  September  30, 2004, the Company incurred
other  expenses as follows: (i) $1,100 (2003: ($37,700))  in  foreign  exchange
gains; (ii)  $473,900 (2003: $18,800) in interest expense; (iii) $67,800 (2003:
$27,400) in interest expense- related party; and (iv) $29,600 (2003: $1,600) in
other expenses.  The  increase in interest expense during the nine-month period
ended September 30, 2004 is related to an increase in cash advances payable and
capital leases in Brazil.  The  increase  in  interest expense due to a related
party results from the Company receiving cash advances  and  entering into loan
agreements with related parties.

Mr.  Walters,  the  President,  Chief Executive Officer and a director  of  the
Company, derives remuneration from  the  Company as compensation for management
and consulting services rendered.  On January  1,  2004, $38,000 was due to Mr.
Waters for fees and expenses incurred during the year  ended December 31, 2003.
During the nine-month period ended September 30, 2004; $99,000  was incurred by
the  Company  to  Mr. Walters for management and consulting services  rendered.
Furthermore, Mr. Walters  has  advanced  funds  to  the  Company  and  incurred
expenses  on  behalf  of  the  Company.   During  the  nine-month  period ended
September  30,  2004,  Mr.  Walters was paid $-0- by the Company for consulting
fees. During the nine-month period  ended  September  30, 2004, an aggregate of
$135,000  in consulting fees and expenses was settled by  the  Company  by  the
issuances of 1,687,500 shares of common stock of the Company.  At September 30,
2004, Mr. Walters  was  owed approximately $139,600 for consulting / management
fees and incurred expenses.  See  "  - Plan of Operation - Material Agreements"
and "Part II. Other Information. Item  2.  Changes  in  Securities  and  Use of
Proceeds."

Ms.  Pilon,  the  Chief  Financial Officer of the Company, derives remuneration
from  the  Company  as compensation  for  management  and  consulting  services
rendered.  On January  1,  2004,  $27,400  was  due  to  Ms. Pilon for fees and
expenses incurred during the year ended December 31, 2003.   During  nine-month
period  ended  September  30, 2004, $64,500 was incurred by the Company to  Ms.
Pilon for management and consulting  services  rendered. Furthermore, Ms. Pilon
has incurred expenses on behalf of the Company.  During  the  nine-month period
ended  September  30,  2004,  Ms.  Pilon  was  paid $14,000 by the Company.  At
September 30, 2004, Ms. Pilon was owed approximately  $78,000  for management /
consulting  fees  and  incurred expenses. See "- Plan of Operation  -  Material
Agreements".

As discussed above, the decrease in net loss during the nine-month period ended
September 30, 2004 compared  to  the nine-month period ended September 30, 2003
is  attributable  primarily  to the increase  in  gross revenues. The Company's
net   loss   during   the  nine-month  period  ended  September  30,  2004  was
approximately  ($1,252,900)  or ($0.08)  per sharecompared  to  a  net loss  of
approximately  ($1,733,800)  or ($0.14)  during  the  nine-month  period  ended
September  30,  2003.  The  weighted  average  number of shares outstanding was
15,807,994  for  the nine-month  period  ended  September  30, 2004 compared to
12,635,651 for the nine-month period ended September 30, 2003.

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE-MONTH
PERIOD ENDED SEPTEMBER 30, 2003.

The Company incurred net losses of approximately $708,600  for  the three-month
period  ended  September  30,  2004  compared  to  a  net loss of approximately
$695,400 for the three-month period ended September 30,  2003  (an  approximate
increase  of  $13,200).  Comparative  results for the three-month period  ended
September 30, 2003 include only the results of Transax and TDS until August 14,
2003, and for the Company from that through September 30, 2003. The results for
the current three-month period include the operations of the Company.

During the three-month period ended September  30,  2004, the Company generated
approximately  $375,900 in gross revenues compared to  approximately $97,400 in
gross  revenues  during  the three-month period ended September  30,  2003  (an
approximate increase of $278,500) due to the roll out of its contracts

During the three-month period  ended  September  30, 2004, the Company incurred
approximately $964,800 in operating expenses compared to approximately $572,900
in operating expenses during the three-month period  ended  September  30, 2003
(an  approximate  increase of $391,900). The operating expenses incurred during
the three-month period  ended  September  30,  2004 consisted primarily of: (i)
$145,400  (2003: $87,800) in cost of product support  services;  (ii)  $104,600
(2003: $89,600)  in  payroll and related benefits; (iii) $29,800 (2003: $6,800)
in  research  and  development   costs;   (iv)  $108,600  (2003:  $145,500)  in
professional fees; (v) $99,100 (2003: $114,300)  in  management  and consulting
fees-  related  party;  (vi) $90,700 (2003: $-0-) in investor relations;  (vii)
$8,300 (2003: $15,500) in  depreciation  and  amortization; and (viii) $113,300
(2003:  $113,500)  in general and administrative.  The  increase  in  operating
expenses is directly  related  to the increase in transactions processed during
the quarter.

During the three-month period ended  September  30,  2004, the Company incurred
other  expenses  as  follows: (i) ($200) (2003: $46,400)  in  foreign  exchange
losses; (ii) $31,200 (2003:  $4,700)  in interest expense; (iii) $24,800 (2003:
$8,400) in interest expense- related party;  and  (iv)  $10,400 (2003: $-0-) in
other expenses.  The increase in interest expenses is related  to  the advances
received during the year to finance operations.

The increase in net loss during the three-month period ended September 30, 2004
compared  to  the  three-month  period ended September 30, 2003 is attributable
primarily to the increase in stock  based  compensation. The Company's net loss
during  the  three-month  period ended September  30,  2004  was  approximately
($708,600)  or ($0.04) per share  compared  to  a  net  loss  of  approximately
($695,400) or  ($0.05)  during the three-month period ended September 30, 2003.
The weighted average number of shares outstanding was 16,665,608 for the three-
month period ended September  30,  2004  compared  to 12,955,830 for the three-
month period ended September 30, 2003.





<PAGE>
FORM 10-QSB
September 30, 2004
Exhibit 10.1                                      Transax international Limited



LIQUIDITY AND CAPITAL RESOURCES

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2004

As  of the nine-month period ended September 30, 2004,  the  Company's  current
assets   were   approximately   $196,400   and  its  current  liabilities  were
approximately  $2,241,400, which resulted in  an  approximate  working  capital
deficit of $2,045,000.  As  of  the nine-month period ended September 30, 2004,
the  Company's total assets were approximately  $453,900,  consisting  of:  (i)
$5,600  in  cash;  (ii) $48,600 in prepaid expenses; (iii) $142,100 in accounts
receivable; (iv) $204,600 in net software development costs; and (v) $52,900 in
net valuation of property and equipment.

As of the nine-month  period  ended  September  30,  2004,  the Company's total
liabilities  were  approximately  $2,381,200,  consisting of: (i)  $713,800  in
accrued payroll and related expenses; (ii) $530,200  in  accounts  payable  and
accrued  expenses;  (iii)  $574,200  due  to  related parties; (iv) $300,000 in
convertible loans from related party; (v) $149,500  in loan from related party'
(vi) $91,700 in advances payable; and (vii) $21,800 in  long-term  and  current
portion of capital lease obligation.

As  at September 30, 2004, the Company's current liabilities were approximately
$2,241,400  compared  to  approximately  $1,857,300  at December 31, 2003.  The
increase in current liabilities is due primarily to additional  loans  and cash
advances received from a related party to fund operations.

For  nine-month  period ended September 30, 2004, net cash flows from operating
activities were approximately  $15,100  compared  to $788,600 used in operating
activities for the nine-month period ended June 30,  2003.  The  change in cash
flows  used in operating activities is mainly due to the decrease in  operating
loss for the nine-month period ended September 30, 2004.

Net cash  flows  from  financing  activities  during  nine-month  period  ended
September 30, 2004, were approximately $228,300 resulting primarily from a loan
and  cash  advances  from  a  related party, compared to approximately $929,300
during the nine-month period ended  September  30,  2003.   The borrowings were
used to fund operating activities.

Net cash flows used in investing activities amounted  to approximately $237,100
during  nine-month period ended September 30, 2004, compared  to  $120,900  for
nine-month  period  ended  September  30,  2003. During nine-month period ended
September 30, 2004, the Company capitalized  software  research and development
costs, while in 2003, some of these costs were expensed as part of the costs of
product support services.

In summary, based upon the cash flow activities as previously discussed, during
nine-month period ended September 30, 2004, the Company's overall cash position
decreased by approximately $4,800.

PLAN OF OPERATION


Since   inception,   the  Company  has  incurred  cumulative  net   losses   of
approximately $7,940,600  and  has  a  stockholders'  deficit  of approximately
$1,927,200 as at September 30, 2004. The Company expects to continue  to  incur
substantial  losses to develop its products and distribution networks, and does
not expect to  attain  profitability  in the near future.  Since its inception,
the  Company has funded operations through  short-term  borrowings  and  equity
investments  in  order  to  meet its strategic objectives. The Company's future
operations are dependent upon  external  funding  and  its  ability to increase
revenues and reduce expenses.  Management believes that sufficient funding will
be  available  from additional related party borrowings and private  placements
following its merger to meet its business objectives including anticipated cash
needs for working capital, for a reasonable period of time.  However, there can
be no assurance  that  the  Company  will be able to obtain sufficient funds to
continue the development of its software products and distribution networks.


As of the date of this Quarterly Report,  there  is substantial doubt regarding
the Company's ability to continue as a going concern  as  the  Company  has not
generated  sufficient  cash  flow  to fund its business operations and material
commitments.  The  Company's  future  success  and  viability,  therefore,  are
dependent  upon  the  Company's ability to  develop,  provide  and  market  its
anticipated information  network  solutions  to  healthcare  providers,  health
insurance companies and other end-users, and the continuing ability to generate
capital financing. Management is optimistic that the Company will be successful
in  its business operations and capital raising efforts; however, there can  be
no assurance  that  the  Company  will  be  successful in generating revenue or
raising  additional  capital. The failure to generate  sufficient  revenues  or
raise additional capital  may  have  a  material  and  adverse  effect upon the
Company and its shareholders.


Management  of  the Company anticipates an increase in operating expenses  over
the next three years to pay costs associated with such business operations. The
Company must raise  additional  funds.  The  Company may finance these expenses
with further issuances of Common Stock of the  Company.  The  Company  believes
that  any  anticipated private placements of equity capital and debt financing,
if successful,  may  be adequate to fund the Company's operations over the next
twelve months. Thereafter, the Company expects it will need to raise additional
capital  to  meet long-term  operating  requirements.  If  the  Company  raises
additional funds  through the issuance of equity or convertible debt securities
other than to current  shareholders,  the  percentage  ownership of its current
shareholders  would  be  reduced,  and  such  securities  might   have  rights,
preferences  or  privileges  senior  to its existing Common Stock. In addition,
additional financing may not be available  upon acceptable terms, or at all. If
adequate funds are not available, or are not available on acceptable terms, the
Company may not be able to conduct its business  operations  successfully. This
could  significantly  and  materially  restrict the Company's overall  business
operations.


Based upon a twelve-month work plan proposed  by  management, it is anticipated
that such a work plan would require approximately $2,000,000  to  $5,000,000 of
financing designed to fund various commitments and business operations.  As  of
the  date  of  this  Quarterly  Report,  the  Company entered into an financing
agreement  with  Cornell Capital Partners.  Under  the  terms  of  the  funding
arrangement with Cornell  Capital,  Transax  has secured a $250,000 bridge loan
and  Standby  Equity  facility  for a further $5 million.  The  Standby  Equity
Distribution Agreement commits Cornell  Capital  to provide up to $5 million of
funding to Transax over a 24-month period.  Therefore, management believes that
the Company can satisfy its cash requirements for  the next twelve months based
on  its  ability  to draw on this Standby Equity facility,  as  necessary.  The
Company's  future success  and  viability  are  primarily  dependent  upon  the
Company's current  management to generate revenues from business operations and
raise additional capital  through  further  private  offerings  of its stock or
loans  from  private  investors. There can be no assurance, however,  that  the
Company will be able to  raise  additional  capital.  The  Company's failure to
successfully raise additional capital will have a material and  adverse  affect
upon the Company and its shareholders.





<PAGE>
FORM 10-QSB
September 30, 2004
Exhibit 10.1                                      Transax international Limited



MATERIAL AGREEMENTS

In connection with the management of the Company and/or its subsidiary incurred
liability  or  borrowed  funds  pursuant  to  various  contractual arrangements
representing the following material commitments.

WALTERS CONSULTING AGREEMENT

A significant and estimated service agreement for the Company  for  fiscal year
2004 is the aggregate amount of $132,000 to be paid to Mr. Walters pursuant  to
the  Walters  Consulting Agreement. Pursuant to the terms and provisions of the
Walters Consulting  Agreement:  (i)  Mr.  Walters  agreed to provide technical,
research  and  technology development services to the  Company;  and  (ii)  Mr.
Walters shall be  paid  a  monthly  fee  of  $11,000 US Dollars for a potential
annual salary of $132,000, and reimbursement of expenses.

PILON CONSULTING AGREEMENT

A significant and estimated service agreement  for  the Company for fiscal year
2004 is the aggregate amount of $87,600 to be paid to Ms. Pilon pursuant to the
Pilon Consulting Agreement. Pursuant to the terms and  provisions  of the Pilon
Consulting Agreement: (i) Ms. Pilon agreed to provide financial, administrative
and  managerial  services  to the Company; and (ii) Ms. Pilon shall be  paid  a
monthly fee of $7,300 US Dollars  for a potential annual salary of $87,600, and
reimbursement of expenses.

DE CASTRO CONSULTING AGREEMENT

A significant and estimated material  agreement for the Company for fiscal year
2004 is the aggregate amount of $96,000 to be paid to Mr. De Castro pursuant to
the De Castro Consulting Agreement. Pursuant to the terms and provisions of the
De Castro Consulting Agreement: (i) Mr.  De Castro agreed to provide technical,
research and developmental services to the  Company's  subsidiary; and (ii) Mr.
De  Castro shall be paid a monthly fee of $8,000 US Dollars  for  an  aggregate
annual salary of $96,000, and reimbursement of expenses.

MATERIAL OPERATING LIABILITIES

CONVERTIBLE LOANS

A significant  and estimated material liability for the Company for fiscal year
2004 is the aggregate  amount  of  $411,900  in  principal and interest due and
owing  to  a  related  party.  On December 31, 2002, Transax  Limited  borrowed
$66,195 from such related party.  On  March  31, 2003, Transax Limited borrowed
$255,000 from this related party, and a further  $100,000  on  April  30, 2003.
Each principal amount loan is evidenced by a convertible promissory note and is
repayable  on  or  before  a six-month term. The interest rate is 12% per annum
compounded monthly.   The related party as the lender has the option during the
term of the loan, and any extension  thereto,  to  convert  the  principal  and
interest  into  units  in  the  capital of the Company at a conversion price of
$0.25 per unit (the "Unit"). Each  Unit is comprised of one share of restricted
Common Stock of the Company and one  warrant,  and  each  warrant  entitles the
holder thereof to purchase one share of restricted Common Stock of the  Company
at $0.50 per share for a period of twelve months.

On  December  31, 2003, the loan and accrued interest of $93,000 were converted
for 373,570 common  shares  and  warrants.  On September 29, 2004, the Board of
Directors of the Company reduced the conversion  price  from  $0.25 per unit to
$0.08 per unit in order to reflect the current market price of  the  stock.  On
September 29, 2004, $55,000 of an aggregate $424,713.97 then due and owing  was
settled  pursuant  to the issuance of 687,500 shares of restricted common stock
and  687,500 warrants.   Each  warrant  entitles  the  holder  to  purchase  an
additional  share  of common stock of the Company at a price of $ 0.20 for five
years.  At September  30,  2004,  the  loans  for $200,000 and $100,000 were in
default,  and  no interest was due on these two loans.   See  "Part  II.  Other
Information. Item 2. Changes in Securities and Use of Proceeds."


LOAN

A significant and  estimated material liability for the Company for fiscal year
2004 is the aggregate  amount  of  $149,500  in  principal and interest due and
owing  to  a  related  party. On March 5, 2004, the Company  borrowed  *115,000
(approximately USD $141,800)  from such related party. The loan is evidenced by
a promissory note and is repayable  on  or  before  a  twelve-month  term.  The
interest   rate   is   0.8%  per  month,  compounded.  At  September  30  2004,
approximately $7,700 in interest was accrued on this loan.

CASH ADVANCES FROM A RELATED PARTY

A significant and estimated  material liability for the Company for fiscal year
2004 is the aggregate amount of  $266,000 in cash advances and interest due and
owing to a related party, and is included  in  due  to  related  parties in the
balance  sheet. During the nine-month period ended June 30, 2004, such  related
party advanced approximately $82,500 for working capital purposes. The advances
due and owing at June 30, 2004 were non-interest bearing until August 31, 2003,
and are accruing 1% interest per month since September 1, 2003.

The Company  accrued  approximately  $8,000 and $23,200 for interest during the
three and nine-month periods ended September  30, 2004.  On September 29, 2004,
the  Company  issued  374,848  shares  of restricted  common  stock  to  settle
approximately $28,100 in interest due to  this  related party.  . See "Part II.
Other Information. Item 2. Changes in Securities and Use of Proceeds."


CASH ADVANCES PAYABLE

As  of  January  1,  2004 the Company had approximately  $152,600  of  advances
payable and accrued interest  to  a non-related company outstanding. During the
quarter  ended  March  31,  2004, the Company  issued  300,000  shares  of  its
restricted common stock for the settlement of approximately $37,500 of advances
payable and $37,500 of accrued  expenses  to  this  non-related company.  These
advances accrue interest at approximately 1% per month  (12%  per  annum).  The
Company  accrued  approximately $3,100 and $9,800 for interest during the three
and nine-month periods  ended  September  30, 2004, respectively.  On September
29, 2004, the Company issued 548,333 units  and  270,200  shares  restricted of
common  stock  to  settle  approximately  $41,100  in  advances and $20,300  in
interest due to this non-related company.  Each unit is comprised of one common
share  and  one  warrant.   Each  warrant entitles the holder  to  purchase  an
additional share of the Company's common  stock  at  $0.20  until September 29,
2009.   As  at  September 30, 2004, advances and accrued interest  amounted  to
$63,500. See "Part II. Other Information. Item 2. Changes in Securities and use
of Proceeds."


During the three  and  nine-month periods ended September 30, 2004, the Company
received $24,000 and $90,000  respectively  in cash advances from a non-related
party.  These advances accrue interest at approximately  1%  per month (12% per
annum). The Company accrued approximately $2,400 and $2,900 for interest during
the  three and nine-month periods ended September 30, 2004.  On  September  29,
2004, the Company issued 1,166,667 units and 16,000 shares of restricted common
stock  to  settle  $87,500  in advances and $1,200 in interest due to this non-
related party.  Each unit is  comprised  of  one  common share and one warrant.
Each  warrant  entitles  the  holder  to purchase an additional  share  of  the
Company's common stock at $0.20 until September  29, 2009.  As at September 30,
2004, advances and accrued interest amounted to $28,200.

ACCRUED PAYROLL AND RELATED EXPENSES

A significant and estimated material liability for  the Company for fiscal year
2004 is the aggregate amount of $426,800 due and owing  for  Brazilian  payroll
taxes and Social Security taxes.


Effective  April  1,  2004, the Company has entered into a payment program with
the Brazilian authorities  whereas  the  Social Security ("INSS") taxes due and
applicable penalties and interests will be  repaid  over a period of 60 months.
At  March  31,  2004,  the Company's INSS tax liabilities  were  approximately$
139,600 plus $13,800 in  interest,  penalties  and fines.   The payment program
requires  the Company to pay a monthly fixed amount  of  approximately  $2,560.
Discussions  are  currently  ongoing  for  the  Company to enter into a similar
payment plan for the remainder of the payroll tax  liabilities.    The  Company
made the first payment as per the plan in April 2004.



OFF BALANCE SHEET ARRANGEMENTS

As  of  the  date  of this Quarterly Report, the Company does not have any off-
balance sheet arrangements that have or are reasonably likely to have a current
or future effect on  the  Company's  financial  condition, changes in financial
condition,  revenues  or  expenses, results of operations,  liquidity,  capital
expenditures or capital resources  that  are  material  to  investors. The term
"off-balance sheet arrangement" generally means any transaction,  agreement  or
other  contractual  arrangement  to  which  an  entity  unconsolidated with the
Company  is  a  party,  under which the Company has (i) any obligation  arising
under a guarantee contract, derivative instrument or variable interest; or (ii)
a retained or contingent  interest  in  assets  transferred  to  such entity or
similar arrangement that serves as credit, liquidity or market risk support for
such assets.


ITEM 3. CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the participation of
the  Company's  management, including Stephen Walters, the Company's  President
and Chief Executive  Officer, and Nathalie Pilon, the Company's Chief Financial
Officer, of the effectiveness  of  the  design  and  operation of the Company's
disclosure  controls and procedures as at September 30,  2004.  Based  on  that
evaluation, Mr.  Walters  and Ms. Pilon concluded that the Company's disclosure
controls  and  procedures were  effective  as  of  such  date  to  ensure  that
information required  to  be disclosed in the reports that the Company files or
submits under the Securities  Exchange  Act  of  1934, as amended, is recorded,
processed,  summarized  and  reported  within  the time  periods  specified  in
Commission rules and forms. Such officers also confirm that there was no change
in the Company's internal control over financial  reporting  during  the  nine-
month  period  ended  September  30,  2004  that has materially affected, or is
reasonably  likely to materially affect, the Company's  internal  control  over
financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 21, 2004,  X-Clearing Corporation (`X-Clearing") forwarded, via courier,
a complaint dated May  17, 2001 [sic]. As of the date of this Quarterly Report,
the complaint has not been  filed  with  the  district  court  of  the State of
Colorado.  X-Clearing  seeks relief for damages incurred following the  alleged
breach of an agreement entered  with X-Clearing in 2001. The Company has had no
further correspondence from X-Clearing.

In the event a summons and the complaint  are  filed with the district court of
the State of Colorado, management of the Company intends to aggressively pursue
all such legal actions and review further legal remedies against X-Clearing.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Debt Settlement

(a) During the nine-month period ended September  30,  2004,  the Company and a
creditor  entered  into a settlement of outstanding account dated  January  26,
2004 regarding professional  fees.  Pursuant to the terms and provisions of the
settlement  agreement, the Company issued  300,000  shares  of  its  restricted
Common Stock to the creditor at approximately $0.25 per share for settlement of
debt in the aggregate amount of $75,000. The shares of Common Stock were issued
under the exemption  from  registration  pursuant  to  Section 4(2) of the 1933
Securities  Act.   On  August  17,  2004, the Company returned  the  shares  to
treasury for non-performance.

(b) During the year ended December 31, 2003, the Company and a creditor entered
into a settlement of outstanding account  dated  November  21,  2003  regarding
settlement  of  debt.  Pursuant  to  the terms and provisions of the settlement
agreement,  the  Company issued, on April  18,  2004,  450,000  shares  of  its
restricted Common  Stock  to  the creditor at approximately $0.50 per share for
settlement of debt in the aggregate  amount  of  $225,000. The shares of Common
Stock  were issued under the exemption from registration  pursuant  to  Section
4(2) of the 1933 Securities Act.

(c) On June  2, 2004, the Company issued 45,000 shares of its restricted Common
Stock to an unrelated  third  party  to  settle  share  subscriptions issued as
payment for compensation regarding finders' fees incurred during the year ended
December 31, 2003.  The Company issued 45,000 shares at approximately $0.62 per
share as payment for an aggregate amount of $27,900. The shares of Common Stock
were issued under the exemption from registration pursuant  to  Section 4(2) of
the 1933 Securities Act.

(d)  On  August  12, 2004, the Company issued 600,000 shares of its  restricted
Common Stock to an  unrelated  third party to settle share subscriptions issued
as payment for compensation regarding  professional  fees  incurred  during the
nine-month period ended September 30, 2004.  The Company issued 600,000  shares
at $0.06 per share as payment for an aggregate amount of $36,000. The shares of
Common  Stock  were  issued  under  the exemption from registration pursuant to
Section 4(2) of the 1933 Securities Act.

On  September 19, 2004, the board of directors  of  the  Company,  pursuant  to
unanimous  written  consent,  authorized  and approved the execution of various
settlement agreements and the issuance of an  aggregate  of 6,698,307 shares of
its restricted common stock and 2,402,500 warrants as follows:

(e) The Company and Stephen Walters, the President/Chief Executive  Officer and
a  director  of  the  Company  ("Walters"), entered into a settlement agreement
dated September 29, 2004 (the "Walters  Settlement  Agreement"),  regarding the
settlement  of  an aggregate amount of $135,000.00 due and owing to Walters  by
the Company relating  to managerial and consulting services provided by Walters
pursuant to certain contractual  relations between the Company and Walters (the
"Debt").  Pursuant  to  the terms and  provisions  of  the  Walters  Settlement
Agreement: (i) the Company  agreed  to  settle  the  Debt by issuing to Walters
and/or his designates 1,687,500 shares of its restricted  Common  Stock  at the
rate of $0.08 per share (which amount is based upon the average of the open and
close price of $0.08 of the Company's shares of Common Stock traded on the  OTC
Bulletin  Board  between  September  19, 2004 and September 29, 2004); and (ii)
Walters agreed to convert the Debt and  accept  the  issuance  of the 1,687,500
shares  of  restricted  Common  Stock  of  the  Company  as  full  and complete
satisfaction of the Debt. The Company issued the 1,687,500 shares of restricted
common  stock to Walters pursuant to the transactional exemption under  Section
4(2) and  Regulation  S  of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act").  Walters  executed  the  Walters  Settlement  Agreement and
acknowledged  that  the securities to be issued have not been registered  under
the Securities Act, that  he  understood  the economic risk of an investment in
the securities, and that he had the opportunity to ask questions of and receive
answers from the Company's management concerning any and all matters related to
acquisition of the securities.

Simultaneously,  Walters  and Carlingford Investments  Limited  ("Carlingford")
entered  into  an  agreement  for   acquisition   of  securities  and  investor
representation  letter  dated  September  29,  2004  (the  "Carlingford/Walters
Agreement").  Pursuant  to the terms and provisions of the  Carlingford/Walters
Agreement: (i) Walters agreed  to  transfer  to Carlingford 1,250,000 shares of
the  restricted Common Stock in consideration for  a  debt  due  and  owing  by
Walters  to  Carlingford; and (ii) Carlingford agreed to accept the transfer of
the 1,250,000 shares of restricted common stock as settlement of the debt.

Simultaneously,  Walters  and  Silsastri  Yani (the "Walters Creditor") entered
into  an agreement for acquisition of securities  and  investor  representation
letter dated September 29, 2004 (the "Creditor/Walters Agreement"). Pursuant to
the terms  and provisions of the Creditor/Walters Agreement: (i) Walters agreed
to transfer  to  the  Walters  Creditor 437,500 shares of the restricted common
stock in consideration for a debt  due  and  owing  by  Walters  to the Walters
Creditor;  and (ii) the Walters Creditor agreed to accept the transfer  of  the
437,500 shares of restricted common stock as settlement of the debt.

In accordance  with  a  letter  of  instruction  from Walters and the terms and
provisions of the Walters Settlement Agreement, the  Company  issued  1,250,000
shares of its restricted common stock to Carlingford and 437,500 shares  of its
restricted  Common Stock to the Walters Creditor, pursuant to the transactional
exemption under  Section  4(2)  and Regulation S of the Securities Act. Walters
executed the Walters Settlement Agreement  and acknowledged that the securities
to  be  issued  have not been registered under  the  Securities  Act,  that  he
understood the economic  risk  of  an investment in the securities, and that he
had the opportunity to ask questions  of and receive answers from the Company's
management  concerning  any  and all matters  related  to  acquisition  of  the
securities.   Carlingford   and   the    Walters    Creditor    executed    the
Carlingford/Walters Agreement and the Creditor/Walters Agreement, respectively,
and  acknowledged  that  the  securities  to be issued have not been registered
under  the  Securities  Act,  that they understood  the  economic  risk  of  an
investment  in  the securities, and  that  they  had  the  opportunity  to  ask
questions of and  receive  answers from the Company's management concerning any
and all matters related to acquisition of the securities

(f) The Company and Carlingford  entered  into  a  settlement  agreement  dated
September 29, 2004 (the "Carlingford Settlement Agreement") regarding: (i)  the
settlement of an aggregate amount of $28,113.70 due and owing to Carlingford by
the  Company  relating  to cash advances in the principal amount of $260,000.00
made by Carlingford and accrued  interest  thereon  in the amount of $28,113.70
(the "Debt");  (ii) the settlement of an aggregate amount of $26,000.00 due and
owing to Carlingford by the Company relating to financial  services provided by
Carlingford  to  the  Company  (the "Finders' Fee Debt"); and (iii)  a  partial
settlement in the amount of $55,000.00  pertaining  to  an  aggregate amount of
$424,713.97 due and owing to Carlingford by the Company relating to convertible
loan  agreements  in  the  principal  amount  of $355,000 and accrued  interest
thereon in the amount of $ 69,713.97 (the "Convertible Loan Debt"). Pursuant to
the  terms  and  provisions of the Carlingford Settlement  Agreement:  (i)  the
Company agreed to  settle  the Debt, the Finders' Fee Debt and a portion of the
Convertible  Loan Debt by issuing  to  Carlingford  and/or  its  designates  an
aggregate of 2,280,440  shares  of  its  restricted common stock at the rate of
$0.075 per share (which amount is based upon  the average of the open and close
price  of  $0.08 of the Company's shares of common  stock  traded  on  the  OTC
Bulletin Board  between  September 19, 2004 and September 29, 2004) and 687,500
warrants entitling Carlingford and/or its designates to purchase a share of the
Company's restricted common  stock  at  $0.20  per share expiring September 29,
2009; and (ii)  Carlingford agreed to convert the  Debt,  the Finders' Fee Debt
and  a  portion  of  the  Convertible Loan Debt and accept the issuance  of  an
aggregate of 2,280,440 shares  of  restricted common stock and 687,500 warrants
of the Company as full and complete  satisfaction  of the Debt and the Finders'
Fee Debt and as partial satisfaction of the Convertible Loan Debt in the amount
of $55,000.00.

Simultaneously, Carlingford and Richard AH. Siagian,  Antonius  L.M.  Pakpahan,
Stephen Walters and Stephen Taylor, (collectively, the "Carlingford Creditors")
entered   into   an  agreement  for  acquisition  of  securities  and  investor
representation   letter   dated   September   29,   2004,   respectively   (the
"Carlingford/Creditor Agreement"). Pursuant to the terms and provisions of each
of the Carlingford/Creditor  Agreements:  (i) Carlingford agreed to transfer to
the Carlingford Creditors an aggregate of 2,280,440  shares  of  the restricted
common  stock and an aggregate of 687,500 warrants in consideration  for  debts
due and owing  by  Carlingford  to  the  Carlingford  Creditors;  and  (ii) the
Carlingford  Creditors  agreed to accept the transfer of a proportionate amount
of the 2,280,440 shares of  restricted  common  stock  and  687,500 warrants as
settlement of their respective debt.

In accordance with a letter of instruction from Carlingford and  the  terms and
provisions  of  the  Carlingford  Settlement  Agreement, the Company issued  an
aggregate of 2,280,440 shares of restricted common  stock  and 687,500 warrants
as follows: (i) 269,835 shares of restricted common stock to  Carlingford;  and
(ii)  2,010,605  shares  of restricted common stock and 687,500 warrants to the
Carlingford Creditors in proportion  to  their  respective debt pursuant to the
transactional exemption under Section 4(2) and Regulation  S  of the Securities
Act. Carlingford executed the Carlingford Settlement Agreement and acknowledged
that the securities to be issued have not been registered under  the Securities
Act,  that it understood the economic risk of an investment in the  securities,
and that  it  had  the opportunity to ask questions of and receive answers from
the Company's management  concerning any and all matters related to acquisition
of   the   securities.   The   Carlingford    Creditors   each   executed   the
Carlingford/Creditor  Agreement and acknowledged  that  the  securities  to  be
issued have not been registered  under the Securities Act, that they understood
the economic risk of an investment  in  the  securities,  and that they had the
opportunity  to  ask  questions  of  and  receive  answers  from the  Company's
management  concerning  any  and  all  matters  related to acquisition  of  the
securities

(g)  The  Company  and  Asia  Pacific  Inc.  ("Asia Pacific")  entered  into  a
settlement agreement dated September 29, 2004  (the  "Asia  Pacific  Settlement
Agreement"),   regarding   the  settlement  of:  (i)  an  aggregate  amount  of
$150,090.00 due and owing to  Asia  Pacific  by  the  Company  relating to cash
advances in the principal amount of $128,625.00 and accrued interest thereon in
the  amount  of  $21,465.00  (the  "Debt");  and  (ii)  an aggregate amount  of
$12,500.00 due and owing to Asia Pacific by the Company relating  to  financial
services  provided  by  Asia  Pacific to the Company (the "Finders' Fee Debt").
Pursuant to the terms and provisions  of the Asia Pacific Settlement Agreement:
(i) the Company agreed to settle the Debt  and the Finders' Fee Debt by issuing
to Asia Pacific and/or its designates an aggregate  of  2,167,867 shares of its
restricted common stock at the rate of $0.075 per share (which  amount is based
upon  the average of the open and close price of $0.08 of the Company's  shares
of common  stock  traded  on  the  OTC  Bulletin Board between September 19 and
September 29, 2004) and 1,715,000 warrants  entitling  Asia  Pacific and/or its
designates  to  purchase  a share of the Company's restricted common  stock  at
$0.20 per share expiring September  29,  2009;  and (ii) Asia Pacific agreed to
convert  the  Debt  and the Finders' Fee Debt and accept  the  issuance  of  an
aggregate of 2,167,867  shares  of  restricted  common  stock and the 1,715,000
warrants of the Company as full and complete satisfaction  of  the Debt and the
Finders' Fee Debt.

Simultaneously,  Asia  Pacific and Richard AH. Siagian, Antonius LM.  Pakpahan,
Silsastri Yani, Adhe Silviani  Carlingford  Investments  Limited  and Thomas A.
Harmusial   (collectively,  the  "Asia  Pacific  Creditors")  entered  into  an
agreement  for  acquisition  of  securities  and investor representation letter
dated   September   29,   2004,   respectively   (the  "Asia   Pacific/Creditor
Agreement"). Pursuant to the terms  and provisions of the Asia Pacific/Creditor
Agreement: (i) Asia Pacific agreed to transfer to the Asia Pacific Creditors an
aggregate of 2,167,687 shares of the  restricted  common stock and an aggregate
of 1,715,000 warrants in consideration for debts due  and owing by Asia Pacific
to the Asia Pacific Creditors; and (ii) the Asia Pacific  Creditors  agreed  to
accept  the  transfer  of  a  proportionate  amount  of the 2,167,867 shares of
restricted common stock and 1,715,000 warrants as settlement of their debt.

In accordance with a letter of instruction from Asia Pacific  and the terms and
provisions  of  the  Asia Pacific Settlement Agreement, the Company  issued  an
aggregate of 2,167,687  shares  of  its  restricted  common stock and 1,715,000
warrants to the Asia Pacific Creditors in proportion to their respective debts,
pursuant to the transactional exemption under Section  4(2) and Regulation S of
the Securities Act. Asia Pacific executed the Asia Pacific Settlement Agreement
and  acknowledged  that  the securities to be issued have not  been  registered
under the Securities Act, that it understood the economic risk of an investment
in the securities, and that  it  had  the  opportunity  to ask questions of and
receive answers from the Company's management concerning  any  and  all matters
related  to  acquisition  of  the  securities. The Asia Pacific Creditors  each
executed  the  Asia  Pacific/Creditor  Agreement   and  acknowledged  that  the
securities to be issued have not been registered under the Securities Act, that
they understood the economic risk of an investment in  the securities, and that
they  had  the  opportunity to ask questions of and receive  answers  from  the
Company's management  concerning  any and all matters related to acquisition of
the securities

(h) The Company and Asia Consulting  Inc.  ("Asia  Consulting"), entered into a
settlement agreement dated September 29, 2004 (the "Asia  Consulting Settlement
Agreement"), regarding the settlement of an aggregate amount  of $45,000.00 due
and  owing  to  Asia  Consulting  by  the  Company  relating to managerial  and
consulting services provided by Asia Consulting to the  Company  (the  "Debt").
Pursuant  to  the  terms  and  provisions  of  the  Asia  Consulting Settlement
Agreement:  (i)  the  Company  agreed  to  settle the Debt by issuing  to  Asia
Consulting and/or its designates 562,500 shares  of its restricted common stock
at the rate of $0.08 per share (which amount is based  upon  the average of the
open and close price of $0.08 of the Company's shares of common stock traded on
the OTC Bulletin Board between September 19, 2004 and September  29, 2004); and
(ii) Asia Consulting agreed to convert the Debt and accept the issuance  of the
562,500  shares  of restricted common stock of the Company as full and complete
satisfaction of the Debt.

Simultaneously, Asia  Consulting and Antonius L.M. Pakpahan and Silsastri Yani,
(collectively, the "Asia  Consulting  Creditors") entered into an agreement for
acquisition of securities and investor  representation  letter  dated September
29, 2004, respectively (the "Asia Consulting/Creditor Agreement").  Pursuant to
the  terms  and provisions of the Asia Consulting/Creditor Agreement: (i)  Asia
Consulting agreed  to transfer to the Asia Consulting Creditors an aggregate of
562,500 shares of the  restricted  common  stock in consideration for debts due
and owing by Asia Consulting to the Asia Consulting  Creditors;  and  (ii)  the
Asia  Consulting  Creditors  agreed  to  accept  a  proportionate amount of the
aggregate  562,500  shares of restricted common stock as  settlement  of  their
debt.

In accordance with a  letter  of instruction from Asia Consulting and the terms
and provisions of the Asia Consulting  Settlement Agreement, the Company issued
an  aggregate  of  562,500  shares  of restricted  common  stock  to  the  Asia
Consulting Creditors in proportion to their debt, pursuant to the transactional
exemption under Section 4(2) and Regulation  S  of  the  Securities  Act.  Asia
Consulting  executed  the Asia Consulting Settlement Agreement and acknowledged
that the securities to  be issued have not been registered under the Securities
Act, that it understood the  economic  risk of an investment in the securities,
and that it had the opportunity to ask questions  of  and  receive answers from
the Company's management concerning any and all matters related  to acquisition
of  the  securities.  The  Asia  Consulting  Creditors  each executed the  Asia
Consulting/Creditor Agreement and acknowledged that the securities to be issued
have  not  been registered under the Securities Act, that they  understood  the
economic risk  of  an  investment  in  the  securities,  and  that they had the
opportunity  to  ask  questions  of  and  receive  answers  from  the Company's
management  concerning  any  and  all  matters  related  to acquisition of  the
securities.

On  October 19, 2004, the Company issued 6,698,306 shares of  common  stock  in
relation  to  the  share  subscriptions  received  on  September  29, 2004, and
2,402,500  warrants  at $0.20 expiring September 29, 2009.  As of the  date  of
this Quarterly report, 23,546,524 shares were issued and outstanding.

Stock Options Exercised

As at September 30, 2004,  an  aggregate  of  4,500,000 Stock Options have been
granted under the Stock Option Plan, an aggregate  of  2,806,730  Stock Options
have  been  exercised for net proceeds of $836,240, and an aggregate  1,692,270
Stock Options were outstanding.

(a) On February  12, 2004, an aggregate of 300,000 Stock Options were exercised
at $0.25 per share  for  $75,000  by employees or consultants of the Company in
accordance with the terms of the respective  notice  and agreements of exercise
of option for $75,000 in settlement of debt due and owing by the Company to the
optionees.

(b) On June 11, 2004, an aggregate of 150,000 Stock Options  were  exercised at
$0.25  per  share  for  $37,500  by employees or consultants of the Company  in
accordance with the terms of the respective  notice  and agreements of exercise
of option for $37,500 in settlement of debt due and owing by the Company to the
optionees.

(c) On July 26, 2004, the Company cancelled 325,000 Stock Options at $0.50 that
had been previously granted on August 14, 2003, and cancelled  another  275,000
Stock  Options  at  $0.25 that had been previously granted on December 1, 2003.
On July 26, 2004, the  Company  granted 600,000 Stock Options at $0.06 expiring
July 26, 2009 under the Stock Option  Plan.   On July 26, 2004, an aggregate of
600,000  Stock  Options  were  exercised  at $0.06 per  share  for  $36,000  by
consultants  of the Company in accordance with  the  terms  of  the  respective
notice and agreements  of  exercise of option for $36,000 in settlement of debt
due and owing by the Company to the optionees.

As  of the date of this Quarterly  Report,  an  aggregate  of  4,500,000  Stock
Options  have  been  granted  under  the  Stock  Option  Plan,  an aggregate of
2,806,730  Stock Options have been exercised for net proceeds of $836,240,  and
an aggregate 1,693,270 Stock Options were outstanding.

Securities Ownership of Certain Beneficial Owners and Management

As a result  of  the  issuances  of  restricted  common  stock  and warrants as
described above, there was a change in beneficial ownership of the  Company. As
of the date of this Current Report, there are 23,546,523 shares of common stock
issued  and  outstanding,  and the Company is obligated to issued an additional
7,151,070  shares  of  common stock  pursuant  to  exercise  of  warrants.  The
following table sets forth  information  as  of the date of this Current Report
concerning: (i) each person who is known by the  Company  to  own  beneficially
more  than  5%  of  the  Company's  outstanding common stock; (ii) each of  the
Company's  executive  officers, directors  and  key  employees  and  beneficial
ownership of the Company's  shares  of  outstanding common stock; and (iii) all
executive officers and directors as a group  and  beneficial  ownership  of the
Company's shares of outstanding common stock. Common stock not outstanding  but
deemed  beneficially  owned  by virtue of an exercise right of an individual to
acquire shares within sixty (60)  days  is  treated  as  outstanding  only when
determining the amount and percentage of Common Stock owned by such individual.
Except  as  noted,  each  person  or entity has sole voting and sole investment
power with respect to the shares of common stock shown.



<PAGE>
FORM 10-QSB
September 30, 2004
Exhibit 10.1                                      Transax international Limited




_____________________________________________________________________________
Title of Class    Name and Address of      Amount and NaturePercent of
                    Beneficial Owner                    of           Beneficial
of Class
                                              Ownership
_____________________________________________________________________________


Common Stock      Stephen Walters           984,819(1) (2)3.62%
                  Flat 3 Elstree Crt.
                  Blackpool, Lancs
                  FY2OSX, UK


Common Stock      Carlingford Investments
                  Limited                 8,718,788 (1) (3) 26.45%
                  80 raffles Place
                  #16-20 UOB Plaza II
                  Singapore 048624

Common Stock      Nathalie Pilon           150,000 (1) (4)   0.46%
                  2919 Ontario Street
                  Vancouver, British Columbia
                  Canada V5T 2Y5

Common Stock      David Bouzaid                   250,000        (1)        (5)
0.76%
                  Jl. Bangka Jakarta Selatan
                  12730
                  Indonesia

Common Stock      Laurie Bewes             425,000  (1) (6) 1.29%
                  429 Willawrong Road
                  Caringbah, Australia
                  NSW 2229

Common Stock      Graeme Smith            150,000 (1) (7)   0.46%
                  25 South Harper's Road
                  Woodend, Victoria, Australia
                  3442

Common Stock      All officers and directors            10,678,607  (1) (8)
38.56%
                   as a group (5 persons)
_____________________________________________________________________________
(1)
   These are restricted shares of Common Stock.
(2)
    Mr.  Walters is the President/Chief Executive Officer and a director of the
Company. This  figure  includes:  (i)  234,819  shares  of Common Stock held of
record by Mr. Walters and; (ii) an assumption of the exercise by Mr. Walters of
an aggregate of 750,000 Stock Options granted to Mr. Walters to acquire 750,000
shares of Common Stock at $0.50 per share expiring on August 14, 2008.

(3)
  This figure includes: (i) 5,970,455 shares of Common Stock  held of record by
Carlingford  Investments  Limited;  (ii)  an  assumption  of  the  exercise  by
Carlingford Investments Limited of an aggregate of 2,700,000 warrants  held  of
record  by  Carlingford  Investments  Limited,  over which Mr. Walters has sole
voting and disposition rights, into 2,700,000 shares of Common Stock at a price
of $1.00 per share expiring on August 14, 2008; and  (iii) an assumption of the
exercise by Carlingford Investments Limited of an aggregate  of 48,333 warrants
held of record by Carlingford Investments Limited, over which  Mr.  Walters has
sole  voting  and disposition rights, into 48,333 shares of Common Stock  at  a
price of $0.20  per  share expiring on September 29, 2009. Mr. Walters has sole
control and disposition  rights  over these shares and warrants. As of the date
of this Current Report, no Warrants nor Stock Options have been exercised.

 (4)
   This figure includes: (i) 50,000  shares of Common Stock held of record; and
(ii) an assumption of the exercise by  Ms.  Pilon  of  an  aggregate of 100,000
Stock Options granted to Ms. Pilon to acquire 100,000 shares of Common Stock at
$0.50 per share expiring on August 14, 2008.

(5)
   This figure includes: (i) 50,000 shares of Common Stock held  of record; and
(ii)  an assumption of the exercise by Mr. Bouzaid of an aggregate  of  200,000
Stock Options  granted  to Mr. Bouzaid to acquire 200,00 shares of Common Stock
at $0.50 per share expiring on August 14, 2008.

(6)
   This figure includes: (i) 225,000 shares of Common Stock held of record; and
(ii) an assumption of the  exercise  by  Mr.  Bewes  of an aggregate of 200,000
Stock Options granted to Mr. Bewes to acquire 200,000 shares of Common Stock at
$0.50 per share expiring on August 14, 2008.

(7)
    This  figure includes an assumption of the exercise  by  Mr.  Smith  of  an
aggregate of  150,000  Stock  Options  granted  to Mr. Smith to acquire 150,000
shares of Common Stock at $0.50 per share expiring  on  August 14, 2008.  As of
the  date  of  this  Annual  Report,  Mr.  Smith  has tendered his  resignation
effective November 10,  2004.

(8)
   This figure includes: (i) 6,530,275 shares of Common  Stock  held of record;
(ii)  an assumption of the exercise of an aggregate of 1,400,000 Stock  Options
to acquire  1,400,000  shares  of  Common Stock; and (iii) an assumption of the
exercise of an aggregate of 2,748,333  Warrants  to acquire 2,748,333 shares of
Common Stock.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS AND OTHER INFORMATION ON FORM 8-K

      11.1   Statement of computation of per share earnings [Unaudited]

      10.1  Resignation of Mr. Graeme Smith

      31.1  Certification  of Chief Executive Officer  pursuant  to  Securities
            Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)


      31.2   Certification of  Chief  Financial  Officer pursuant to Securities
            Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

      32.1   Certifications pursuant to Securities  Exchange  Act  of 1934 Rule
            13a-14(b)  or  15d-14(b)  and  18  U.S.C.  Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

REPORTS ON FORM 8-K

November 3, 2004: current report, items 1,2 3 and 9;
November 1, 2004: current report, item 3;
October 18, 2004: current report, items 2 and 9;
October 12, 2004: current report, item 9;
July 21, 2004: current report, item 9;
March 11, 2004: current report, item 9;
February 24, 2004: current report, item 9;


SIGNATURES

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



                                    Transax International Limited


Dated: November 15, 2004      By:  /s/ Stephen Walters
                                    ---------------------------------
                                    Stephen Walters, President and
                                    Chief Executive Officer

Dated: November 15, 2004            By:  /s/ Nathalie Pilon
                                    --------------------------------
                                    Nathalie Pilon, Chief Financial Officer
















FORM 10-QSB
September 30, 2004                                 Transax international Limited


EXHIBIT 11.1

TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS [UNAUDITED]
================================================================================

<TABLE>
<CAPTION>
                                                                FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                                       SEPTEMBER 30,                   SEPTEMBER 30,
                                                                 2004 (A)        2003 (A)         2004 (A)       2003 (A)
                                                               ------------    ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>             <C>
BASIC:
Average shares outstanding                                       16,665,608      12,955,830      15,807,994      12,635,651

Net loss applicable to Common Shares                           $   (708,564)   $   (695,391)   $ (1,252,948)   $ (1,733,818)
                                                               ------------    ------------    ------------    ------------
Per share amount                                               $      (0.04)   $      (0.05)   $      (0.08)   $      (0.14)
                                                               ============    ============    ============    ============

FULLY DILUTED:

Average shares outstanding disregarding dilutive outstanding
stock options and warrant conversion of debenture for each
year                                                             16,665,608      12,955,830      15,807,994      12,635,651

Convertible loans                                                 3,750,000       1,794,524       3,750,000       1,794,524

Dilutive stock options and warrants, based on the treasury
stock method using the average market price                              --       2,724,271              --         908,090
                                                               ------------    ------------    ------------    ------------
Shares outstanding                                               20,415,608      17,474,625      19,557,994      15,338,265

Net loss                                                       $   (708,564)   $   (695,391)   $ (1,252,948)   $ (1,733,818)

Interest on convertible loan                                   $         --          27,436    $         --          27,436
                                                               ------------    ------------    ------------    ------------

Net loss for fully diluted calculation                         $   (708,564)   $   (667,955)   $ (1,252,948)   $ (1,706,382)

Per share amount                                               $      (0.03)   $      (0.04)   $      (0.06)   $      (0.11)
                                                               ============    ============    ============    ============
</TABLE>
















































EXHIBIT 10.1
                                                           66-4933 Fisher Drive
                                                            Richmond BC V6X 3Z2
                                                                         Canada

10 November 2004

Mr. Stephen Walters
President & CEO
Transax International Limited
Suite 200, 7545 Irvine Centre Drive
Irvine  CA  92618
USA

Dear Stephen,

RESIGNATION AS A DIRECTOR AND OFFICER

I regret to advise that  due  to  ongoing personal interests it is not possible
for  me  to  devote  the  appropriate time  to  Transax  International  Limited
("Transax") as Director and Officer of the Corporation.

Consequently, I hereby tender my resignation as Director and Officer of Transax
with effect as at 10 November  2004  ("the Effective Date").  I understand that
Transax's indemnification clause as per bylaws read as follows:

   The Corporation shall indemnify any  Proper  Person against reasonably
   incurred expenses (including attorneys' fees),  judgments,  penalties,
   fines  (including  any excise tax assessed with respect to an employee
   benefit plan) and amounts  paid  in  settlement reasonably incurred by
   him  connection  with  such  action,  suit  or  proceeding  if  it  is
   determined by the groups set forth in Section  4  of this Article that
   he  conducted  himself in good faith and that he reasonably  believed:
   (i)  in  the case  of  conduct  in  his  official  capacity  with  the
   Corporation, that his conduct was in the Corporation's best interests;
   (ii) in all  other cases (except criminal cases), that his conduct was
   at least not opposed  to the Corporation's best interests; or (iii) in
   the case of any criminal  proceeding,  that he had no reasonable cause
   to believe his conduct was unlawful.  Official  capacity  means,  when
   used with respect to a director, the office of director and, when used
   with  respect  to any other Proper Person, the office in a Corporation
   held  by  the  officer   or   the   employment,  fiduciary  or  agency
   relationship undertaken by the employee,  fiduciary or agent on behalf
   of the Corporation.  Official capacity does  not  include  service for
   any other domestic or foreign corporation or other person or  employee
   benefit plan.



I  take this opportunity to wish the company, its staff and Board of  Directors
much  success  in  the  roll out phase of its technology, and I look forward to
Transax's continuing success in the transactions processing marketplace.

Yours sincerely,


/Graeme Smith/



<PAGE>
Form 10-QSB
September 30, 2004
Exhibit 31.1                                      Transax International Limited






EXHIBIT 31.1

                   CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                 PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                         RULE 13a-14(a) OR 15d-14(a)

I, Stephen Walters, certify that:
   1. I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Transax
      International Limited;
   2. Based on my knowledge,  this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements  made,  in  light   of  the  circumstances  under  which  such
      statements were made, not misleading  with  respect to the period covered
      by this report;
   3. Based  on  my knowledge, the financial statements,  and  other  financial
      information  included  in  this  report,  fairly  present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;
   4. The  registrant's  other  certifying  officer and I are  responsible  for
      establishing  and  maintaining disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:
         a. designed such  disclosure  controls  and procedures, or caused such
            disclosure  controls  and  procedures  to  be  designed  under  our
            supervision, to ensure that material information  relating  to  the
            registrant,  including its consolidated subsidiaries, is made known
            to us by others  within  those  entities,  particularly  during the
            period in which this report is being prepared;
         b. evaluated the effectiveness of the registrant's disclosure controls
            and  procedures and presented in this report our conclusions  about
            the effectiveness  of the disclosure controls and procedures, as of
            the  end  of the period  covered  by  this  report  based  on  such
            evaluation; and
         c. disclosed in  this  report  any change in the registrant's internal
            control  over  financial  reporting   that   occurred   during  the
            registrant's  most  recent fiscal quarter (the registrant's  fourth
            fiscal quarter in the case of an annual report) that has materially
            affected,  or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and
   5. The registrant's other certifying  officer and I have disclosed, based on
      our most recent evaluation of internal  control over financial reporting,
      to the registrant's auditors and the audit  committee of the registrant's
      board of directors (or persons performing the equivalent functions):
         a. all significant deficiencies and material  weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's  ability  to
            record, process, summarize and report financial information; and
         b. any  fraud,  whether  or  not material, that involves management or
            other employees who have a  significant  role  in  the registrant's
            internal control over financial reporting.

Dated: November 15, 2004By:  /s/ Stephen Walters
                        ---------------------------------
                        Stephen Walters, President and
                        Chief Executive Officer





<PAGE>
Form 10-QSB
September 30, 2004
Exhibit 31.2                                      Transax International Limited






EXHIBIT 31.2
                   CERTIFICATION OF CHIEF FINANCIAL OFFICER
                  PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                          RULE 13a-14(a) OR 15d-14(a)

I, Nathalie Pilon, certify that:
   1. I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Transax
      International Limited;
   2. Based  on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements   made,  in  light  of  the  circumstances  under  which  such
      statements were  made,  not misleading with respect to the period covered
      by this report;
   3. Based on my knowledge, the  financial  statements,  and  other  financial
      information  included  in  this  report,  fairly  present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;
   4. The  registrant's  other  certifying  officer and I are  responsible  for
      establishing  and  maintaining disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:
         a. designed such  disclosure  controls  and procedures, or caused such
            disclosure  controls  and  procedures  to  be  designed  under  our
            supervision, to ensure that material information  relating  to  the
            registrant,  including its consolidated subsidiaries, is made known
            to us by others  within  those  entities,  particularly  during the
            period in which this report is being prepared;
         b. evaluated the effectiveness of the registrant's disclosure controls
            and  procedures and presented in this report our conclusions  about
            the effectiveness  of the disclosure controls and procedures, as of
            the  end  of the period  covered  by  this  report  based  on  such
            evaluation; and
         c. disclosed in  this  report  any change in the registrant's internal
            control  over  financial  reporting   that   occurred   during  the
            registrant's  most  recent fiscal quarter (the registrant's  fourth
            fiscal quarter in the case of an annual report) that has materially
            affected,  or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and
   5. The registrant's other certifying  officer and I have disclosed, based on
      our most recent evaluation of internal  control over financial reporting,
      to the registrant's auditors and the audit  committee of the registrant's
      board of directors (or persons performing the equivalent functions):
         a. all significant deficiencies and material  weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's  ability  to
            record, process, summarize and report financial information; and
         b. any  fraud,  whether  or  not material, that involves management or
            other employees who have a  significant  role  in  the registrant's
            internal control over financial reporting.

Dated: November 15, 2004By:  /s/ Nathalie Pilon
                        --------------------------------
                        Nathalie Pilon,
                        Chief Financial Officer







<PAGE>
Form 10-QSB
September 30, 2004
Exhibit 32.1                                      Transax International Limited











<PAGE>
Form 10-QSB
September 30, 2004
Exhibit 32.1                                      Transax International Limited






EXHIBIT 32.1

          CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                        RULE 13a-14(b) OR 15d-14(b) AND
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the quarterly report of Transax International  limited  (the
"Company")  on  Form  10-QSB  for the period ended September 30, 2004, as filed
with the Securities and Exchange  Commission on the date hereof (the "Report"),
Stephen Walters, Chief Executive Officer  of  the  Company, and Nathalie Pilon,
Chief  Financial  Officer of the Company, each certifies  for  the  purpose  of
complying with Rule  13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
of 1934 (the "Exchange  Act") and Section 1350 of Chapter 63 of Title 18 of the
Untied States Code, that:

   1. the Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Exchange Act; and
   2. the information contained  in the Report fairly presents, in all material
      respects,  the financial condition  and  results  of  operations  of  the
      Company.




Dated: November 15, 2004  By:  /s/ Stephen Walters
                          ---------------------------------
                          Stephen Walters, President and
                          Chief Executive Officer

Dated: November 15, 2004  By:  /s/ Nathalie Pilon
                          --------------------------------
                          Nathalie Pilon,
                          Chief Financial Officer