UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  Form 10-QSB

                                  (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                           For the quarter ended March 31, 2005

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

              For the transition period from ________ to __________


                       Commission File Number:  0-27845

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

<TABLE>
<CAPTION>
                 COLORADO                       84-1304106
<S>                             <C>
-------------------------------          --------------------------
(State or other jurisdiction of          (I.R.S. Employer I.D. No.)
incorporation or organization)
</TABLE>


                       8th Floor, 5201 Blue Lagoon Drive
                               Miami, FL, 33126
                 -------------------------------------------------
                (Address of principal executive offices)(Zip Code)

                                (305) 629-3090
               ------------------------------------------------
               (Issuer's telephone number, including area code)


  Check whether the Issuer (1) has 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: At May 12, 2005, there were
29,387,211 shares of the small business issuer's common stock outstanding.




<PAGE>


                       TRANSAX INTERNATIONAL LIMITED
   				FORM 10-QSB
			QUARTERLY PERIOD ENDED MARCH 31, 2005


                                     INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

	Item 1 - Consolidated Financial Statements

	Consolidated Balance Sheet (Unaudited)
		As of March 31, 2005............................................3
	Consolidated Statements of Operations (Unaudited)
		For the Three Months Ended March 31, 2005 and 2004 .............4
	Consolidated Statements of Cash Flows (Unaudited)
		For the Three Months Ended March 31, 2005 and 2004..............5

	Notes to Consolidated Financial Statements..............................6-14

	Item 2 - Management's Discussion and Analysis or Plan of
		   Operations...................................................14-18

	Item 3 - Controls and Procedures........................................18

PART II - OTHER INFORMATION

	Item 1 - Legal Proceedings..............................................19

	Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds....20

	Item 3 - Default Upon Senior Securities.................................20

	Item 4 - Submission of Matters to a Vote of Security Holders............20

	Item 5 - Other Information..............................................20

	Item 6 - Exhibits.......................................................20

	Signatures..............................................................20


					-2-

<PAGE>
		TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
			  CONSOLIDATED BALANCE SHEET
				March 31, 2005
				  (Unaudited)

<TABLE>
<CAPTION>

<S>                                                                          <C> <C>
				     ASSETS


Current Assets:
  Cash                                             				$	5,579
  Accounts receivable (Net of allowance for doubtful accounts of $0)                  301,723
  Prepaid expenses and other current assets					       74,311
										-------------
     Total Current Assets  		                                              381,613

Software Development Costs, net 	                                              255,898
Property and Equipment, net 				                              492,919
Other Assets     				                                        2,400
										-------------
     Total Assets           				                        $   1,132,830
										=============

			LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Current portion of capital lease obligation					$      82,358
  Current portion of loan payable						       78,308
  Accounts payable and accrued expenses                                             1,404,297
  Due to related parties		                                              185,991
  Loan payable - related party		                                              163,617
  Convertible loans from related party						      320,332
										-------------
       Total Current Liabilities 	                                            2,234,903

Convertible debentures payable 		                                              250,000
Accounts payable and accrued expenses, net of current portion                         268,025
Capital Lease Obligation, net of current portion                                        1,592
									        -------------

     Total Liabilities 			                                            2,754,520
									        -------------

Stockholders' Deficit:
 Preferred stock $.0001 par value; 20,000,000 shares authorized;                            -
  No shares issued and outstanding
Common stock $.00001 par value; 100,000,000 shares authorized;
  28,987,211 shares issued and outstanding                                                289
Common stock issuable (600,000 shares)                                                      6
Paid-in capital  			                                            7,077,150
Accumulated deficit 			                                           (8,578,755)
Deferred compensation 			                                             (141,653)
Other comprehensive loss - Cumulative foreign currency adjustment                      21,273
										-------------
     Total Stockholders' Deficit 	                                           (1,621,690)
										-------------
     Total Liabilities and Stockholders' Deficit                                $   1,132,830
										=============


   The accompanying notes are an integral part of these consolidated financial statements.
                                             -3-
</TABLE>

<PAGE>


		      TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
			   CONSOLIDATED STATEMENTS OF OPERATIONS
					(Unaudited)
<TABLE>
<CAPTION>
<S>                                                     <C> <C>             <C>  <C>

                                                       	  FOR THE THREE MONTHS ENDED MARCH 31,
                                                            	2005               2004
							  ------------		------------
REVENUES                                                  $    640,408	        $    137,584
							  ------------		------------
OPERATING EXPENSES:
  Cost of product support services                             202,463	              84,850
  Payroll and related benefits                                 104,027	              81,943
  Research & development costs                                  39,332	              19,365
  Professional fees                                             12,165	              97,639
  Management & consulting fees - related parties                33,715	              78,900
  Stock based compensation                                      53,542	                   -
  Investor relations                                            14,845	              16,810
  Depreciation and amortization                                 44,577	              17,996
  General & administrative                                     174,870	             101,751
							  ------------		------------
     TOTAL OPERATING EXPENSES                                  679,536	             499,254
							  ------------		------------
LOSS FROM OPERATIONS                                          (39,128)	            (361,670)

OTHER INCOME (EXPENSES):
  Other income (expense)                                        10,514	              (7,832)
  Foreign exchange losses                                        2,502	             (17,310)
  Interest expense                                            (60,218)	             (25,137)
  Interest expense - related party                            (12,489)	             (20,221)
							  ------------		------------
     TOTAL OTHER EXPENSES                                     (59,691)	             (70,500)
							  ------------		------------
NET LOSS                                                      (98,819)	            (432,170)

OTHER COMPREHENSIVE INCOME:
   Unrealized foreign currency translation                      83,925	              17,558
							  ------------		------------
COMPREHENSIVE LOSS                                        $    (14,894)         $   (414,612)
							  ============		============
NET LOSS PER COMMON SHARE:
BASIC AND DILUTED                                         $	 (0.00)         $      (0.03)
							  ============		============
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED     28,986,100	          15,028,037
							  ============		============

   The accompanying notes are an integral part of these consolidated financial statements.
                                             -4-
</TABLE>
<PAGE>


                           TRANSAX INTERNATIONAL LIMITED AND SUBSIDIARIES
				CONSOLIDATED STATEMENTS OF CASH FLOWS
					      (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                         <C> <C>        <C> <C>

                                                                            FOR THE THREE MONTHS
                                                                               ENDED MARCH 31,
									   ---------------------
                                                                              2005        2004
									   ----------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                    $ (98,819) $(432,170)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                             44,577     17,996
     Amortization of development costs                                         31,109     19,365
     Beneficial interest                                                       31,250          -
     Stock based compensation                                                  53,542     75,000

Changes in assets and liabilities:
     Accounts receivable                                                     (131,525)   (27,296)
     Prepaid expenses and other current assets                                (22,764)   (34,755)
     Other assets                                                              (2,400)         -
     Accounts payable and accrued expenses                                    313,556     58,823
     Accrued interest payable, related party                                    4,163     20,221
     Accrued interest payable                                                       -      4,061
     Due to related parties                                                   (18,218)    86,707
     Accrued payroll and related expenses                                           -     73,208
     Accounts payable and accrued expenses  - long-term                      (125,040)    (1,407)
									    ---------  ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                            79,432   (140,247)
									    ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capitalized software development costs                                      (43,963)   (83,317)
  Acquisition of property and equipment                                      (217,238)         -
					    				   ----------  ---------
NET CASH USED IN INVESTING ACTIVITIES                                        (261,201)   (83,317)
					 				   ----------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related party                                                       -     72,500
  Repayment of advances from related party                                    (35,000)         -
  Repayments under capital lease obligations                                   (8,063)   (12,005)
  Proceeds from convertible debenture                                         125,000          -
  Proceeds from loan payable                                                   17,397          -
  Proceeds from loan - related party                                                -    139,500
									   ----------  ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      99,334    199,995
									   ----------  ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                        83,924     17,558
									   ----------  ---------
NET INCREASE (DECREASE) IN CASH                                                 1,489     (6,011)

CASH, BEGINNING OF PERIOD                                                       4,090     10,472
									   ----------  ---------
CASH, END OF PERIOD                                                         $   5,579   $  4,461
									   ==========  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                    $  25,358   $ 22,683
									   ==========  =========
  Cash paid for income taxes                                                $	    -   $      -
									   ==========  =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued for debt and accrued interest                         $  50,500   $ 75,000
									   ==========  =========
  Common stock issued for services                                          $  16,000   $ 75,000
									   ==========  =========
  Common stock issued for current and future services                       $  85,000   $      -
									   ==========  =========

      The accompanying notes are an integral part of these consolidated financial statements.
                                                -5-
</TABLE>

<PAGE>



                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation  S-B. Accordingly, the financial statements do not include all of
the  information  and  footnotes  required  by  generally  accepted  accounting
principles  for  complete  financial statements.  In the opinion of management,
all adjustments have been included  and all adjustments considered necessary to
make  the  interim  financials  not misleading  have  been  included  and  such
adjustments are of a normal recurring  nature.   These  consolidated  financial
statements should be read in conjunction with the financial statements  for the
year ended December 31, 2004 and notes thereto contained in the Report on  Form
10-KSB  of  Transax  International  Limited ("our Company" or the "Company") as
filed  with  the Securities and Exchange  Commission  (the  "Commission").  The
results of operations  for  the  three  months  ended  March  31,  2005 are not
necessarily indicative of the results for the full fiscal year ending  December
31, 2005.

The consolidated financial statements are prepared in accordance with generally
accepted  accounting  principles  in  the United States of America ("US GAAP").
The consolidated financial statements of  the  Company  include the Company and
its  subsidiaries.   All material intercompany balances and  transactions  have
been eliminated.

Organization

Transax  International   Limited   (formerly   Vega-Atlantic  Corporation)  was
incorporated in the State of Colorado in 1999. The  Company currently trades on
the  OTC Bulletin Board under the symbol "TNSX" and the  Frankfurt  and  Berlin
Stock Exchanges under the symbol "TX6".

On June  19,  2003,  as amended on July 22, 2003 and effective August 14, 2003,
the Company entered into  a Merger Agreement (referred to as the "Agreement" or
the "Merger") with Transax Limited ("Transax"), a Colorado private corporation,
whereby the Company issued  11,066,207  restricted common shares of the Company
in  exchange  for  all of its outstanding shares  of  Transax.   For  financial
accounting purposes, the exchange of stock was treated as a recapitalization of
Transax with the former  shareholders  of  the  Company  retaining 1,406,710 or
approximately  11% of the outstanding stock. The stockholders'  equity  section
reflects  the  change   in   the  capital  structure  of  Transax  due  to  the
recapitalization  and  the  consolidated   financial   statements  reflect  the
operations of Transax for the periods presented and the operations of TNSX from
the acquisition date.

On  August  8, 2003, the shareholders of both TNSX and Transax  held  meetings.
TNSX's shareholders  approved the following ratifications: (i) name change from
Vega-Atlantic Corporation  to  Transax  International  Limited;  (ii) the Stock
Option Plan, and; (iii) the reverse Stock Split. Moreover, on August  8,  2003,
the  shareholders of Transax approved the terms and conditions of the Agreement
in Principle and of the Merger Agreement.

Pursuant  to the terms of the Merger Agreement and a corresponding contribution
agreement,  Transax  has contributed to the Company 4,500,000 stock options and
4,100,000 share purchase warrants.  Pursuant to further terms of the Agreement,
the Company; (i) exchanged  with  the  Transax  option holders an aggregate  of
4,500,000 stock options to acquire up to  4,500,000  shares  of  TNSX's  common
stock   to   replace   all  stock options outstanding  in  Transax;  and   (ii)
exchanged with the Transax  warrant  holders  an  aggregate  of 4,100,000 share
purchase warrants  to  acquire  up  to 4,100,000 shares of TNSX's  common stock
to replace all share purchase warrants that were outstanding  in  Transax.



                                      -6-
<PAGE>

                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE  1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES
         (CONTINUED)

Organization (continued)

On September  22, 2003, the Board of Directors of the Company approved a change
in fiscal year  end  of  the  Company from March 31st to a calendar year-end of
December 31st. The Board of Directors'  decision  to change the fiscal year end
was based upon consummation of the Merger and the resulting continuation of the
corporate entity TNSX under the Merger, which has a calendar year end.

The   Company,   primarily   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 Solution
{trademark} enables the real time  automation  of  routine patient eligibility,
verification,  authorizations,  claims processing and  payment  functions.  The
Company also has offices located in Miami, Florida, Australia and Brazil.

Use of estimates

The   preparation  of  financial   statements   in  conformity  with  generally
accepted  accounting  principles  requires  management to  make  estimates  and
assumptions that affect the reported amounts  of  assets  and  liabilities  and
disclosure  of  contingent assets and liabilities at the dates of the financial
statements and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  periods. Actual results could differ from those estimates. Estimates
used in the  preparation  of  the accompanying financial statements include the
allowance for doubtful accounts  receivable,  the  useful  lives  of  property,
equipment and software development costs and variables used to determine  stock
based compensation.

Fair Value of Financial Instruments

The  fair value of our cash and cash equivalents, accounts receivable, accounts
payable  and  accrued  expenses  approximate carrying values due to their short
maturities.  The  values of our debt  instruments  approximate  their  carrying
values based on rates currently available to us.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations
of credit risk consist principally of cash and accounts receivable.

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.

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.

                                      -7-

<PAGE>
                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY  OF  SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

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,  equity  is  converted
historically 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  or  loss 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.

Stock-based compensation

The Company accounts for stock options issued to employees  in  accordance with
the  provisions  of  Accounting  Principles  Board  ("APB")  Opinion  No.   25,
"Accounting  for  Stock  Issued to Employees," and related interpretations.  As
such, compensation cost is  measured  on the date of grant as the excess of the
current market price of the underlying  stock  over  the  exercise price.  Such
compensation amounts are amortized over the respective vesting  periods  of the
option  grant.   The Company adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based  Compensation" and SFAS 148, "Accounting for Stock-
Based Compensation -Transition  and  Disclosure",  which  permits  entities  to
provide  pro  forma  net  income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had  been  applied.   The  Company  accounts  for stock
options  and  stock issued to non-employees for goods or services in accordance
with the fair value method of SFAS 123.

Loss per common share

Basic income (loss)  per share is computed by dividing net income (loss) by the
weighted average number  of  shares  of  common  stock  outstanding  during the
period.   Diluted  income  per share is computed by dividing net income by  the
weighted average number of shares of common stock, common stock equivalents and
potentially dilutive securities  outstanding during each period.   At March 31,
2005, there were options and warrants  to  purchase 11,526,070 shares of common
stock, which could potentially dilute future earnings per share.

Comprehensive Loss

Other  comprehensive  loss,  which  currently includes  only  foreign  currency
translation adjustments, is shown net  of  tax  in  the Statement of Changes in
Stockholders' Deficit.

Recent accounting pronouncements

In  December  2004,  the  FASB  issued  FASB Statement No.  123R,  "Share-Based
Payment, an Amendment of FASB Statement No.  123"  ("FAS  No.  123R").  FAS No.
123R requires companies to recognize in the statement of operations  the grant-
date fair value of stock options and other equity-based compensation issued  to
employees.   FAS No. 123R is effective for the Company on January 1, 2006.  The
Company is in  process  of  evaluating  the impact of this pronouncement on its
financial position.





                                      -8-

<PAGE>
                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY  OF  SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

Recent accounting pronouncements (continued)

In December 2004, the FASB issued SFAS Statement  No.  153,  "Exchanges of Non-
monetary  Assets."   The  Statement is an amendment of APB Opinion  No.  29  to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general  exception  for exchanges of non-monetary assets
that do not have commercial substance.  The  Company believes that the adoption
of this standard will have no material impact on its financial statements.

NOTE 2 - RELATED PARTY TRANSACTIONS

Convertible Loans Payable

At March 31, 2005, the Company had loans payable for $200,000 and $100,000 to a
related party whose officer is an officer of the  Company.   On March 23, 2005,
the Company modified the terms of its convertible loans to this  related party.
Under the modified terms, $200,000 of principal due under the convertible loans
is due on March 31, 2007 and is convertible into the Company's common  stock at
$.125 per share.  The remaining principal of $100,000 is due on April 30,  2007
and  is  convertible  into  the Company's common stock at $.125 per share.  For
each  common share received upon  conversion  of  the  principal  balance,  the
related  party  is  entitled  to  receive one warrant to purchase the Company's
common stock at $.25 per share for  a  period  of two years from the conversion
date.  The interest rate of the loan is 12% per  annum  compounded monthly.  At
March 31, 2005, interest due on these two loans amounted  to  $20,332  and  the
principal  amount  due  was  $300,000.  During the three months ended March 31,
2005  and  2004, the Company incurred  $8,877  and  $11,834,  respectively,  in
interest related  to  these  two  loans.   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.

Due to Related Parties

As of March 31, 2005 the Company had $20,905 of advances  payable  and  accrued
interest due to a related party whose officer is an officer of the Company.

For  the  three  months  ended  March  31,  2005 and 2004, the Company incurred
$41,250 and $33,000, respectively,  in  management  fees to an officer/director
of  the  Company.  On  January  14, 2005, the  board  of  directors
voted to increase  the  compensation paid to this officer/director from $11,000
per month to $13,750 per  month, effective January 1, 2005.  On March 28, 2005,
the Company agreed to issue  400,000  shares of common stock at $.126 per share
to this  officer/director for settlement of $50,500 of this debt.  These shares
were issued subsequent to March 31, 2005  and  are  included  in  common shares
issuable  at  March  31, 2005.  At March 31, 2005, $146,767 in management  fees
were outstanding to this  officer/director  and  are included in due to related
parties on the accompanying balance sheet.  The amounts due are unsecured, non-
interest bearing and are payable on demand.

At  March  31,  2005,  $18,319 in  management  fees  was  outstanding  to  this
officer/director and is included  in due to related parties on the accompanying
balance sheet.   The amounts due are  unsecured,  non-interest  bearing and are
payable on demand.





                                      -9-

<PAGE>
                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE 2 - RELATED PARTY TRANSACTIONS (CONTINUED)

Loans Payable

On  March  5,  2004, the Company borrowed Euro 115,000 ($148,533 at  March  31,
2005) from an officer  of  the  Company for working capital purposes.  The loan
accrues 0.8% compounded interest  per  month,  has a term of twelve months, and
the debt is repayable quarterly in arrears.  As  at  March 31, 2005, $15,084 in
interest was accrued on this loan.  The officer agreed  to  extend the loan for
an additional twelve months.

NOTE 3 - DEBENTURE PAYABLE

Pursuant to a Securities Purchase Agreement entered into on October  25,  2004,
Cornell  Capital  Partners  is  obligated  to  purchase $250,000 of convertible
debentures. The $250,000 was disbursed as follows:  (i)  $125,000 was disbursed
on  October 30, 2004 and (ii) $125,000, within five days of  the  filing  of  a
Registration  Statement  that  occurred  on January 5, 2005. The debentures are
convertible at the holder's option any time  up  to  maturity  at  a conversion
price  equal  to  the lower of (i) 120% of the closing bid price of the  common
stock on the date of the debentures or (ii) 80% of the lowest closing bid price
of the common stock  for  the  five  trading  days  immediately  preceding  the
conversion  date.   The  debentures  are  secured  by  stock pledged by certain
shareholders of the Company.  The debentures have a two-year  term  and  accrue
interest  at  5%  per  year.   At  maturity,  the debentures will automatically
convert into shares of common stock at a conversion  price  equal  to the lower
of  (i) 120% of the closing bid price of the common stock on the  date  of  the
debentures  or  (ii)  80% of the lowest closing bid price of  the common  stock
for  five  trading  days   immediately   preceding   the  conversion   date. In
October  2004,  the  Company issued $125,000 of debentures under this agreement
for net proceeds of $100,000  and on January 6, 2005, the remaining $125,000 of
debentures were issued for net  proceeds of $112,500. As of March 31, 2005, the
Company accrued interest payable  of  $4,641 related to this debenture which is
included in accounts payable and accrued  expenses  on the accompanying balance
sheet.  For  the  three  months ended March 31, 2005, the  Company  recorded  a
beneficial  conversion  amount   of  $31,250  as  interest  expense  since  the
debentures were immediately convertible.

On October 25, 2004, in connection with a Standby Equity Distribution Agreement
(see  Note  8),  the Company issued a  convertible  Compensation  Debenture  to
Cornell Capital Partners  in  the principal amount of $200,000. On December 15,
2004, the Company and Cornell Capital  Partners  entered into an amendment (the
"Amendment")  to the Standby Equity Distribution Agreement  dated  October  25,
2004 by and between  the Company and Cornell Capital Partners.  Pursuant to the
Amendment, in 2004, the  Company  issued  to Cornell Capital Partners 1,202,779
shares  of  the Company's common stock as a commitment  fee,  in  lieu  of  the
compensation  debenture.  As  a  result,  the  compensation  debenture has been
terminated. Cornell Capital Partners will be permitted to sell up to $50,000 of
the commitment fee shares in any 30-day period.   In connection  with  issuance
of  these  shares,  the  Company  valued these common shares at the fair market
value on the dates of grant of $.07  per  shares or $84,195 based on the quoted
trading price and recorded deferred compensation  in  this amount which will be
amortized over the equity funding commitment period of  24  months  or  less if
funded  earlier.   The commitment period begins once the registration statement
for the underlying conversion  shares  is  declared  effective or at an earlier
date if agreed upon by the parties.










                                     -10-

<PAGE>
                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005

NOTE 4 - STOCKHOLDERS' DEFICIT

Common Stock

On January 14, 2005, the Company entered into a six-month  consulting  contract
for  business  development  services.   In  connection  with the agreement, the
Company  agreed to issue 400,000 shares of common stock.   The  Company  valued
these common  shares  at  the  fair market value on the dates of grant or $0.16
based on the quoted trading price  and  recorded  stock-based  compensation  of
$26,667  and  deferred  consulting  expense of $37,333 to be amortized over the
remaining service period.  At March 31,  2005,  200,000 of these shares had not
been  issued  and  are included in common stock issuable  on  the  accompanying
balance sheet.

On January 14, 2005,  the  Company  entered  into  a  consulting  contract  for
business  development  services.  In connection with the agreement, the Company
issued 100,000 shares of  common stock.  The Company valued these common shares
at the fair market value on  the  dates  of  grant or $0.16 based on the quoted
trading price and recorded stock-based compensation expense of $16,000.

On March 23, 2005, the Company entered into a  consulting contract for business
development  services.  In connection with the agreement,  the  Company  issued
150,000 shares  of common stock.  The Company valued these common shares at the
fair market value on the dates of grant or $0.14 or $21,000 based on the quoted
trading price and  recorded  stock-based  compensation  of  $875  and  deferred
consulting  expense  of  $20,125  to  be  amortized  over the remaining service
period.

On March 28, 2005, the Company agreed to issue 400,000 shares of  common  stock
to settle $50,500 in debt due to  an officer/director of the Company.  At March
31, 2005,  400,000  of  these  shares had  not been issued and are included  in
common  stock issuable on the accompanying balance sheet.

Stock Options

On  January  14,  2005, the board of directors elected to extend the expiration
date of 373,570 warrants from December 31, 2004 to December 31, 2005.

On November 28, 2004,  the  Company  adopted a 2004 Incentive Stock Option Plan
(the "Plan").  The Plan provides options  to  be  granted,  exercisable  for  a
maximum  of  2,500,000  shares of common stock. Both incentive and nonqualified
stock options may be granted  under  the  Plan.   The exercise price of options
granted, the expiration date, and the vesting  period, pursuant to this plan is
determined by a committee.


A summary of the status of the Company's outstanding  stock options as of March
31, 2005 and changes during the period then ended is as follows:

										Weighted
										Average
										Exercise
                                                        Shares			Price
							----------		------------
      Outstanding at December 31, 2004                   2,425,000			0.41
      Granted			                                 -		           -
      Exercised			                                 -			   -
      Forfeited 		                                 -		           -
							----------		------------
      Outstanding at March 31, 2005			 2,425,000		$	0.41
                                                        ==========		============

      Options exercisable at end of period               2,425,000		$	0.41
							==========		============
          Weighted-average fair value of options
               granted during the year			    2005
                                     			----------
                                            		   $0.00


                                     -11-
<PAGE>

                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005

NOTE 4 - STOCKHOLDERS' DEFICIT



The following information applies to options outstanding at March 31, 2005:

						Options Outstanding		Options Exercisable
						-------------------		-------------------
                                                Weighted
						Average		Weighted			Weighted
						Remaining	Average			    	Average
					        Contractual     Exercise			Exercise
Range of Exercise Prices	Shares		Life (Years)	Price		Shares		Price
------------------------	----------	------------	--------	---------	---------
$0.50				1,675,000		3.62	$ 0.50		1,675,000	   $ 0.50
$0.20				  750,000		5.00	$ 0.20 		  750,000	   $ 0.20

The exercise price of all options granted by the Company  equals or exceeds the
market  price  at the date of grant. Accordingly, no compensation  expense  has
been recognized on options granted to employees and directors.

Stock Warrants

A summary of the status of the Company's outstanding stock warrants as of March
31, 2005 and 2004 and changes during the period then ended is as follows:


										Weighted
										Average
										Exercise
                                                        Shares			Price
							----------		------------
       Outstanding at December 31, 2004			 9,101,070		        1.00
       Granted 				                         -		           -
       Exercised			                         - 			   -
       Forfeited		                                 -		           -
							----------		------------
       Outstanding at March 31, 2005			 9,101,070		$	1.00
                                                        ==========		============

       Warrants exercisable at end of year               9,101,070		$	1.00
							==========		============

                                             		   2005
			                                ----------
       Weighted-average fair value of warrants
         granted during the year		          $0.00

The following information applies to all warrants outstanding at March 31,
2005:



						Warrants Outstanding		Warrants Exercisable
						--------------------		--------------------
                                                Weighted
						Average		Weighted			Weighted
						Remaining	Average			    	Average
					        Contractual     Exercise			Exercise
Range of Exercise Prices	Shares		Life (Years)	Price		Shares		Price
------------------------	---------	------------	--------	---------	--------
$1.00				4,325,000		3.61     $  1.00        4,325,000	1.00
$0.50				  373,570		1.00     $  0.50          373,570	0.50
$0.30				2,000,000		2.00     $  0.30        2,000,000	0.30
$0.20				2,402,500		4.75     $  0.20	2,402,500	0.20





                                     -12-
<PAGE>
                         TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005

NOTE 5- 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.

                                                       Three Months ended
                                             		   March 31,
                                                         2005         2004
                                                ----------------------------
Net sales to Unaffiliated Customers
        Brazil                                  $      640,408    $  137,584
        USA                                             -             -
        Singapore                                       -             -
        Australia                                       -             -
        Mauritius                                       -             -
                                                --------------- ------------
                                                       640,408       137,584
                                                --------------- ------------
Operating Expenses
        Brazil                                        (501,705)     (295,336)
        USA                                           (156,023)     (184,778)
        Singapore                                            -       (11,623)
        Australia                                       (7,218)          (84)
        Mauritius                                      (14,590)       (7,433)
                                                --------------- ------------
                                                      (679,536)     (499,254)
                                                --------------- ------------
Income (loss) from operations                          (39,128)     (361,670)
                                                --------------- ------------
Other income (expenses)
        Brazil                                         (31,228)      (46,948)
        USA                                            (28,463)      (23,978)
        Australia                                            -           426
                                                --------------- ------------
                                                       (59,691)      (70,500)
                                                --------------- ------------
Net loss as reported in the
accompanying statements                         $      (98,819)   $ (432,170)
                                                =============== =============
NOTE 6 - GOING CONCERN

Since  inception, the Company has incurred cumulative net losses of $8,578,755,
has a stockholders'  deficit  of $1,621,690 at March 31, 2005 and has a working
capital deficit of $1,853,290.   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.  Additionally, under the current roll out schedules
with its clients,  the  Company  expects to increase its revenues significantly
during 2005 with the expectation of  the  Company becoming a profitable entity.
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.    Further, since fiscal 2000,  the  Company  has  been
deficient in the payment of  Brazilian payroll taxes and Social Security taxes.
At March 31, 2005, these deficiencies  (including  interest and fines) amounted
to approximately $712,000.   This payroll liability  is included as part of the
accounts  payable and accrued expenses (short-term and  long-term)  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.

                                     -13-
<PAGE>

                        TRANSAX INTERNATIONAL LIMITED
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 2005


NOTE 7 - LITIGATION

An action has  been  brought  against  the Company by its former stock transfer
agent who alleges, among other items, that  the  Company  breached its contract
with the transfer agent.  The Company has filed an answer to  the  action and a
portion of the action has been dismissed by the court.  The Company  intends to
vigorously  defend  itself  against  the remainder of the action.  Counsel  has
advised the Company that there is a better  than  fifty  percent  chance that a
potential loss will be incurred. Accordingly, at December 31, 2004  an  accrual
of $50,000 was recorded.

NOTE 8 - SUBSEQUENT EVENTS

On April 1, 2005, the Company entered into a Securities Purchase Agreement with
Scott  and  Heather  Grimes,  Joint  Tenants - with Rights of Survivorship (the
"Investor").  Pursuant to the Securities Purchase Agreement, the Company issued
convertible debentures to the Investor  in  the  original  principal  amount of
$250,000. The debentures are convertible at the holder's option any time  up to
maturity  at  a  conversion price equal to the lower of (i) 120% of the closing
bid price of the common  stock on the date of the debentures or (ii) 80% of the
lowest  closing bid price of  the  common  stock  for  the  five  trading  days
immediately  preceding the conversion date. The debentures have a two-year term
and  accrue interest  at  5%  per  year.   At  maturity,  the  debentures  will
automatically  convert  into shares of common stock at a conversion price equal
to the lower of (i) 120%  of  the  closing bid price of the common stock on the
date of the debentures or (ii) 80% of  the  lowest  closing  bid  price  of the
common  stock  for five trading days immediately preceding the conversion date.
In April 2005, Company  recorded  a  beneficial conversion amount of $62,500 as
interest expense since the debentures were immediately convertible.

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

This report on Form 10-QSB contains forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from  those discussed in the forward-looking  statements  and  from  historical
results  of  operations.   Among  the risks and uncertainties which could cause
such  a difference are those  relating  to  our  dependence  upon  certain  key
personnel,  our  ability to manage our growth, our success in  implementing the
business strategy,  our success in arranging  financing where required, and the
risk of economic and  market  factors  affecting  us or our customers.  Many of
such risk factors are beyond the control of the Company and its management.

GENERAL

Transax  International  Limited,  a  Colorado  corporation   (the   "Company"),
currently  trades  on the OTC Bulletin Board under the symbol "TNSX"".  Transax
International Limited is referred to in this Form 10-QSB as "we".

As of the date of this  Quarterly  Report,  through our wholly-owned subsidiary
TDS  Telecommunication  Data  Systems LTDA ("TDS"),  we  are  an  international
provider of health information  management  products (collectively, the "Health
Information  Management Products"), which are  specifically  designed  for  the
healthcare providers  and  health  insurance  companies.   We  are 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  management
processes. We have developed a proprietary software trademarked  (Brazil  only)
"MedLink  Solution",  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").





                                     -14-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

Three Month Period Ended March 31, 2005 Compared to Three-Month Period Ended
March 31, 2004

Our  net  losses  during  the  three-month  period  ended March 31,  2005  were
approximately  ($14,894)  compared  to  a net loss of approximately  ($414,612)
during the three-month period ended March  31,  2004.  During  the  three month
period ended March 31, 2005, we generated $640,408 in net revenues compared  to
$137,584  in net revenues for the three moths ended March 31, 2004, an increase
of $502,824  or  365%.   The  significant  increase  in  revenues is due to the
rollout of new software contracts in Brazil.

During  the  three-month  period  ended  March 31, 2005, we incurred  operating
expenses  of  approximately  $679,536  compared   to   operating   expenses  of
approximately $499,254 incurred during the three-month period ended  March  31,
2004,  an  increase of $180,282 or approximately 36%. The increase in operating
expenses during  the  three-month  period  ended  March  31, 2005 from the same
period  in  2004 resulted from: (i) an increase of $117,613,  or  approximately
138.6%, in cost  of product support services resulting from the increase in net
revenues; (ii) an  increase  of  $22,084,  or approximately 27%, in payroll and
related benefits due to an increase in employees needed to handle our increased
operations; (iii) an increase of $73,119, or 72%, in general and administrative
expenses resulting from increased operating  costs  associated  with  increased
operations;  and (iv) an increase of $53,542, or approximately 100%, in  stock-
based compensation  as a result of an increase in stock issuances to employees,
officers and consultants;  and  (iv)  an  increase of $26,581, or approximately
147.7%, in depreciation and amortization expense  as a result of an increase in
property and equipment acquired for our TDS operations.

Certain operating expenses, however, decreased during  the  three-month  period
ended  March  31, 2005 from the same period in 2004 as follows: (i) $85,474  in
professional fees,  which  professional  fees  incurred  during the three-month
period ended March 31, 2004 included stock-based compensation  of  $75,000 from
the  issuance  of  our common stock;  (ii) $45,185, or approximately 57.3%,  in
management and consulting  fees, which is attributable to a decrease in the use
of consultants; and (iii) $1,965, or approximately, 11.7%, in investor relation
fees attributable to a decrease in the use of investor relations services.

We reported a loss from operations  of  ($39,128)  for  the  three-month period
ended  March 31, 2005 as compared to a loss from operations of  ($361,670)  for
the three-month  period  ended  March  31,  2004.  Although  there  can  be  no
assurances,  we  anticipate  that  during  the  fiscal  year  2005, our ongoing
marketing efforts and product roll-out will result in an increase  in  our  net
sales  from  those  reported  in  three months ended March 31, 2005. To support
these increased sales, we anticipate  that  our  operating  expenses  will also
increase  during  the fiscal year 2005 as compared to the fiscal 2004. We  are,
however, unable to  predict  at  this  time  the amount of any such increase in
operating expenses.

Total  other  expenses  decreased $10,809, or approximately  15.3%,  for  three
months ended March 31, 2005  as  compared to three months ended March 31, 2004.
Included in this change is: (i) an  increase  in  other  income  of  $18,346 as
reported for the three months ended March 31, 2005 due to the income recognized
upon  settlement  of accounts payable balances which was settled for less  than
the original obligation.;  (ii)  an increase of $27,349 or approximately 60.3%,
in interest expense for the three  months  ended  March 31, 2005 as compared to
the  three  months  ended  March 31, 2004 which reflects  an  increase  in  our
borrowings during three months  ended  March 31, 2005; and (iii) an increase of
$19,812  in  foreign exchange rate gains due  to  a  favorable  fluctuation  in
exchanges rate between Brazil and the United States..


Therefore, our  net loss during the three-month period ended March 31, 2005 was
($98,819) or ($0.00)  per  common share compared to a net loss of ($432,170) or
($0.03) per common share for the three month period ended March 31, 2004.





                                     -15-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

As  of  March  31, 2005, our current  assets  were  $381,613  and  our  current
liabilities were  $2,234,903,  which  resulted  in a working capital deficit of
$1,853,290.  As of March 31, 2005, our total assets  were $1,132,830 consisting
of:  (i)  $5,579 in cash; (ii) $74,311 in prepaid expenses  and  other  assets;
(iii)  $301,723   in   accounts  receivable;  (iv)  $255,898  in  net  software
development costs; and (v) $492,919 in net valuation of property and equipment.

As of March  31, 2005, our total liabilities were $2,754,520 consisting of: (i)
$1,672,322 in long-term and current  portion  of accounts payable  and  accrued
expenses;  (ii)  $185,991 due to related parties; (iii) $320,332 in convertible
loans    from    related    party ;    (iv)    $163,617    in    loan   payable
from related parties; (v) $83,950 in long-term  and  current portion of capital
lease obligation;  (vi) $250,000 in convertible  debenture   payable;  and (ix)
$78,308 in long-term and current portion of loan payable.

As  at  March  31,  2005, our current liabilities were $2,234,903  compared  to
$2,121,551 at December  31,  2004.   The increase in current liabilities is due
primarily  to  an  increase  in  accounts  payable  and  accrued  expenses  and
additional loans to fund operations.

For the three months ended March 31,  2005, net cash flow provided by operating
activities was $79,432  compared to net  cash  used  in operating activities of
$(140,247) for the three months ended March 31, 2004.  The change in cash flows
used in operating activities is mainly due to the decrease  in  operating  loss
for the period.

Net  cash flows used in investing activities amounted to $261,201 for the three
months  ended  March  31,  2005  compared to $83,317 for the three months ended
March 31, 2004. The increase is primarily  attributable  to  an increase in the
acquisition  of  property and equipment in order to facilitate tour  growth  in
revenues.

Net cash flow provided by financing activities for the three months ended March
31, 2005 was $99,334  resulting  primarily  from  proceeds  from  a convertible
debenture  compared  to  $199,995  for  the  three months ended March 31,  2004
resulting from proceeds from related party loans  of $139,500 and advanced from
related parties of $72,500.

In summary, based upon the cash flow activities as  previously  discussed,  for
the  three  months ended March 31, 2005, our overall cash position increased by
$1,489.

PLAN OF OPERATION

Since our inception,  we  have  funded operations through short-term borrowings
and  equity investments in order to  meet   our   strategic   objectives.   Our
future  operations  are  dependent  upon  external  funding  and our 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 our business objectives including anticipated cash needs for
working capital, for  a  reasonable period of  time.  However,  there can be no
assurance  that  we will be able to obtain sufficient  funds  to  continue  the
development of our software products and distribution networks.

As of the date of  this  Quarterly Report, there is substantial doubt regarding
our ability to continue as  a going concern as we have not generated sufficient
cash flow to fund our business  operations and material commitments. Our future
success and viability, therefore,  are  dependent  upon our ability to develop,
provide and market our information network solutions  to  healthcare providers,
health insurance companies and other end-users, and the continuing  ability  to
generate capital financing. We are optimistic that we will be successful in our
business  operations  and  capital  raising  efforts;  however, there can be no
assurance  that  we  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  us  and our
shareholders.



                                     -16-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

We  anticipate  an increase in operating expenses over the next three years  to
pay costs associated  with  such  business  operations.   We  may need to raise
additional funds.  We may finance these expenses with further issuances  of our
common  stock.  We  believe  that  any anticipated private placements of equity
capital  and  debt  financing, if successful,  may  be  adequate  to  fund  our
operations over the next  twelve  months. Thereafter, we expect we will need to
raise additional capital to meet long-term  operating requirements. If we raise
additional funds through the issuance of equity  or convertible debt securities
other than to current shareholders, the percentage  ownership  of  our  current
shareholders   would  be  reduced,  and  such  securities  might  have  rights,
preferences or privileges  senior  to  our  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 with acceptable terms, we
may not be able to conduct our business operations  successfully,  which  could
significantly and materially restrict our 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  current  debt  commitments and business operations.
As  of the date of this Quarterly Report, we  have  entered  into  a  financing
agreement   with  Scott  and  Heather  Grimes,  Joint  Tenants  with  Right  of
Survivorship  (the  "Investor").  Under  the terms of the financing arrangement
with the Investor, we issued convertible debentures  to  the  Investor  in  the
original  principal  amount  of $250,000. The debentures are convertible at the
Investor's  option any time up  to  maturity at a conversion price equal to the
lower of: (i) 120%  of  the closing  bid   price   of   our Common Stock on the
date of the debentures, or (ii) 80% of the lowest closing   bid   price  of our
Common  Stock  for  the  five trading days immediately preceding the conversion
date. The debentures have  a  two-year term and accrue interest at 5% per year.
At maturity, the debentures will  automatically  convert  into  shares  of  our
Common  Stock  at  a  conversion  price  equal to the lower of: (i) 120% of the
closing bid price of our Common Stock on the  date  of  the debentures, or (ii)
80% of the lowest closing bid price on our Common Stock for  five  trading days
immediately preceding the conversion date.

We believe that we can satisfy our cash requirements for the next twelve months
based  on  our  ability  to  enter  into  additional  financing arrangement  as
necessary. Our future success and viability are primarily  dependent  upon  our
current  management  to  generate  revenues  from business operations and raise
additional capital through further private offerings of our stock or loans from
private investors. There can be no assurance,  however, that we will be able to
raise additional capital. Our failure to successfully  raise additional capital
will have a material and adverse affect upon us and our shareholders.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have  any  off-balance sheet
arrangements  that  have  or are reasonably  like to have a current  or  future
effect on our 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 us is a party,  under  which
we  have:  (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.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with
generally  accepted  accounting principles  in  the  United  States.  Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses. These
estimates  and  assumptions   are  affected  by  management's  applications  of
accounting policies. Critical accounting  policies  for  Transax  International
Limited   includes   revenue   recognition   and  accounting  for  stock  based
compensation.




                                     -17-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED)

Revenue Recognition - We follow the guidance of  the  Securities  and  Exchange
Commission's  Staff  Accounting  Bulletin  104  for  revenue  recognition.   In
general,  we  record revenue when persuasive evidence of an arrangement exists,
services have been  rendered  or product delivery has occurred, the sales price
to  the customer is fixed or determinable,  and  collectibility  is  reasonably
assured.   The  following  policies  reflect  specific criteria for the various
revenues streams of the Company:

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.

Accounting  for  Stock   Based  Compensation  -  We  account  for  stock  based
compensation utilizing Statement  of  Financial  Accounting  Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which  encourages,  but
does  not  require,  companies  to  record  compensation  cost  for stock-based
employee compensation plans at fair value. We have chosen to account for stock-
based  compensation  using the intrinsic value method prescribed in  Accounting
Principles Board Opinion  No.  25,  "Accounting for Stock Issued to Employees",
and related interpretations. Accordingly,  compensation  cost for stock options
is measured as the excess, if any, of the estimated fair market  value  of  our
stock  at the date of the grant over the amount an employee must pay to acquire
the stock.  We have adopted the "disclosure only" alternative described in SFAS
123 and SFAS  148  (See  Recent  Accounting  Pronouncements), which require pro
forma disclosures of net income and earnings per  share  as  if  the fair value
method of accounting had been applied.

RECENT ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the  FASB  issued  FASB  Statement  No. 123R, "Share-Based
Payment,  an Amendment of FASB Statement No. 123" ("FAS No.  123R").   FAS  No.
123R requires  companies  to  recognize,  in  the  statement of operations, the
grant-date  fair  value  of  stock options and other equity-based  compensation
issued to employees.  FAS No.  123R  is effective for the Company on January 1,
2006.  We are in process of evaluating  the impact of this pronouncement on our
financial position.

In December 2004, the FASB issued SFAS Statement  No.  153,  "Exchanges of Non-
monetary  Assets."   The  Statement is an amendment of APB Opinion  No.  29  to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general  exception  for exchanges of non-monetary assets
that do not have commercial substance.  We believe  that  the  adoption of this
standard will have no material impact on our financial statements.

ITEM 3.  CONTROLS AND PROCEDURES

Our  Chief  Executive  Officer  and Chief Financial Officer (collectively,  the
"Certifying  Officers")  are  responsible   for  establishing  and  maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date  as  of  the  end  of  the period
covered  by  this  Quarterly  Report,  and  subject  to  the  limitations noted
hereinafter,  the  Certifying  Officers  have  concluded  that  our  disclosure
controls and procedures are effective to ensure that information required to be
disclosed  by  us  in this Quarterly Report is accumulated and communicated  to
management, including our principal executive officers as appropriate, to allow
timely decisions regarding required disclosure.

The Certifying Officers  have  also  indicated  that  there were no significant
changes  in  our  internal controls or other factors that  could  significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions  with  regard  to  significant  deficiencies and material
weaknesses.





                                     -18-
<PAGE>

Our management, including each of the Certifying Officers, does not expect that
our  disclosure controls or our internal controls will prevent  all  error  and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable,  not  absolute,  assurance  that the objectives of the control
system are met. In addition, the design of a control  system  must  reflect the
fact that there are resource constraints, and the benefits of controls  must be
considered relative to their costs. Because of the inherent limitations in  all
control  systems, no evaluation of controls can provide absolute assurance that
all control  issues  and instances of fraud, if any, within a company have been
detected. These inherent  limitations  include  the realities that judgments in
decision-making can be faulty, and that breakdowns  can occur because of simple
error or mistake. Additionally, controls can be circumvented  by the individual
acts  of  some  persons,  by  collusion of two or more people or by  management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about  the likelihood of future events, and there
can be no assurance that any design will  succeed in achieving its stated goals
under all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of these inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.

                                    PART II

Item 1 - Legal Proceedings

      On  March  14,  2005,  X-Clearing  Corp,  a   Colorado  corporation  ("X-
      Clearing"),  our  former  transfer  agent,  initiated  legal  proceedings
      against us by filing a complaint and verified motion for replevin and for
      temporary order to preserve property in the District  Court  of  the City
      and County of Denver, State of Colorado, civil action no. 05 CV 1980 (the
      "Complaint").  During  September  2001,  we had entered into an agreement
      with  X-Clearing  Corp.  regarding  engagement  as  our  transfer  agent,
      registrar and disbursing agent in connection  with  our  shares of Common
      Stock  (the "Transfer Agent Agreement"). The Complaint generally  alleges
      that: (i)  we  have  breached  and  wrongfully attempted to terminate the
      Transfer  Agent Agreement; (ii) X-Clearing  has  a  valid  and  perfected
      security interest  in  our books and records in accordance with the terms
      of the Transfer Agent Agreement;  and  (iii) X-Clearing is entitled to an
      order  from  the  District  Court  replevining  and  preventing  us  from
      altering,  destroying  or  otherwise  interfering   with  the  valid  and
      perfected security interest and liquidated damages.

      On April 5, 2005, we filed an answer to Complaint, counterclaims and jury
      demand (the "Answer").  The Answer generally denies that: (i) we breached
      and attempted to wrongfully terminate the Transfer Agent  Agreement; (ii)
      X-Clearing Corp. has a valid and perfected security interest in our books
      and  records;  (iii)  X-Clearing is entitled to an order of replevin  and
      liquidated damages. Our  Answer further states that: (i) X-Clearing Corp.
      has failed to take reasonable  steps  to minimize or mitigate its claimed
      damages; and (ii) X-Clearing Corp.'s claims  are barred by the statute of
      frauds,  doctrine  of laches, doctrine of accord  and  satisfaction.  Our
      Answer further counterclaims  that:  (i)  despite  X-Clearing Corp. being
      paid  all  administrative  fees,  share transfer fees and  fees  for  new
      issuances, X-Clearing Corp. has refused  to  produce  and provide us with
      our stock transfer records, which has caused us irreparable harm; (ii) X-
      Clearing Corp. has continued undertaking stock transfers  on  our  behalf
      and illegally issuing fraudulent stock certificates; and (iii) X-Clearing
      Corp. has improperly and illegally used our records, which included stock
      certificates that X-Clearing Corp. has fraudulently created and issued to
      make stock transfers without notification to us.

      On April 7, 2005, we filed a stipulated motion for testimony by telephone
      and for expedited ruling by court.  A hearing was set for April 12, 2005.
      X-Clearing  Corp.'s  replevin action was dismissed by the District Court.
      As of the date of this Quarterly Report, we intend to aggressively pursue
      all such legal actions  and  review  further  legal  remedies  against X-
      Clearing Corp.

      Other  than as disclosed above, we are not aware of any legal proceedings
      contemplated by any governmental authority or other party involving us or
      our subsidiaries  or  our  properties. None of our directors, officers or
      affiliates are: (i) a party  adverse  to  us in any legal proceedings; or
      (ii) has an adverse interest to us in any legal  proceedings.  We are not
      aware of any other legal proceedings pending or that have been threatened
      against us, our subsidiaries or our properties.


                                        -19-

<PAGE>
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.

     On  March  28,  2005,  we  agreed  to issue 400,000 shares of common stock
     to settle $50,500 in debt due to  an officer/director  of the Company.  At
     March  31,  2005,  400,000  of  these shares had not been issued  and  are
     included  in common stock issuable on the accompanying balance sheet.  The
     recipient  is  a  sophisticated   investor  who  has  such  knowledge  and
     experience  in financial,   investment  and  business  matters  that he is
     capable   of  evaluating  the   merits  and   risks  of   the  prospective
     investment  in  our  securities.  The recipient is an accredited investor.
     The  issuance  was exempt from registration  under  the  Securities Act in
     reliance  on an exemption provided by Section 4(2) of that act.

Item 3 - Defaults Upon Senior Securities

     None.

Item 4 - Submissions of Matters to a Vote of Security Holders

     None

Item 5.  Other Events

     None

Item 6.  Exhibits

     31.1    Rule 13a - 14(a)/15d-14(a) Certification of the Chief Executive
		Officer *
     31.2    Rule 13a - 14(a)/15d-14(a) Certification of the Chief Financial
		Officer *
     32.1    Certification  of  Chief  Executive Officer Certification under
		Section 906 *
     32.2    Certification of Principal  Financial  and  Accounting  Officer
		Certification under Section 906 *

              * Filed herein



                                  SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, as
amended, the small business issuer has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                               TRANSAX INTERNATIONAL LIMITED

                          Date:  May 16, 2005  By: /s/Stephen Walters
                                                   ------------------
                                                   Stephen Walters
                                                   Chief Executive Officer




                          Date:  May 16, 2005  By: /s/Adam Wasserman
                                                   ------------------
                                                   Adam Wasserman
                                                   Principal Financial and
                                                      Accounting Officer



                                     -20-
<PAGE>

EXHIBIT 31.1


   Rule 13a - 14(a)/15d-14(a) Certification of the Chief Executive Officer


     I, Stephen Walters, certify that:

        1. I have reviewed this 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 small business issuer as of,  and  for, the periods presented in
        this report;

        4. The small business issuer's other certifying  officer(s)  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))
        and internal control over financial reporting  (as  defined in Exchange
        Act  Rules 13a-15(f) and 15d-15(f)) for the small business  issuer  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
              small business issuer, 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;

<TABLE>
<CAPTION>
   	   (b)	   designed such internal control over financial reporting,  or
	      caused   such   internal   control over financial reporting to be
      	      designed under our supervision, to provide  reasonable  assurance
	      regarding  the  reliability   of   financial   reporting  and the
      	      preparation   of  financial  statements  for external purposes in
	      accordance with generally accepted accounting principles;
<S> <C> <C>
</TABLE>

           (c)    evaluated  the  effectiveness  of the small business issuer'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

           (d)	  disclosed in this report any change  in  the  small  business
             issuer's internal  control  over financial reporting that occurred
             during the small business issuer's most recent fiscal quarter (the
             small business issuer's fourth  fiscal  quarter  in the case of an
             annual  report)  that  has  materially affected, or is  reasonably
             likely to materially affect,  the small business issuer's internal
             control over financial reporting; and

        5. The small business issuer's other  certifying  officer(s) and I have
        disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the small business issuer's  auditors  and  the
        audit  committee  of the small business issuer'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   small
             business issuer'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  small
             business issuer's internal control over financial reporting.

Date: May 16, 2005

/s/Stephen Walters
Stephen Walters
Chief Executive Officer

<PAGE>
EXHIBIT 31.2


   Rule 13a - 14(a)/15d-14(a) Certification of the Chief Financial Officer



        1. I have reviewed this 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 small business issuer  as  of, and for, the periods presented in
        this report;

        4. The small business issuer's other  certifying  officer(s)  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))
        and internal control over financial  reporting  (as defined in Exchange
        Act Rules 13a-15(f) and 15d-15(f)) for the small  business  issuer  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
              small business issuer, 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)	   designed such internal control over financial reporting,  or
	      caused  such  internal  control  over  financial  reporting to be
      	      designed under our supervision, to provide  reasonable  assurance
	      regarding  the  reliability   of   financial   reporting  and the
      	      preparation  of  financial  statements  for  external purposes in
	      accordance with generally accepted accounting principles;


           (c)    evaluated  the  effectiveness  of the small business issuer'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

           (d)	  disclosed in this report any change  in  the  small  business
             issuer's internal  control  over financial reporting that occurred
             during the small business issuer's most recent fiscal quarter (the
             small business issuer's fourth  fiscal  quarter  in the case of an
             annual  report)  that  has  materially affected, or is  reasonably
             likely to materially affect,  the small business issuer's internal
             control over financial reporting; and

        5. The small business issuer's other  certifying  officer(s) and I have
        disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the small business issuer's  auditors  and  the
        audit  committee  of the small business issuer'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  small
             business  issuer'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  small
             business issuer's internal control over financial reporting.


Date: May 16, 2005

/s/Adam Wasserman
Adam Wasserman
Principal Financial and Accounting Officer


<PAGE>


EXHIBIT 32.1


                           CERTIFICATION PURSUANT TO
                           18 U.S.C.  SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Form  10-QSB of Transax International  Limited  (the
"Company") on Form 10-QSB for the  quarter ending March 31, 2005, as filed with
the Securities and Exchange Commission  on  the  date hereof (the "Report"), I,
Stephen Walters, Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C.  Section 1350,  as  adopted  pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge and belief:

     (1)   the Report fully complies with  the requirements of Section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     (2)   the information contained in the  Report  fairly  presents,  in  all
           material  respects, the financial condition and result of operations
           of the Company.




/s/Stephen Walters
Stephen Walters
Chief Executive Officer
May 16, 2005

A signed original of this  written  statement required by Section 906, or other
document authenticating, acknowledging,  or  otherwise  adopting  the signature
that  appears  in  typed  form  within  the  electronic version of this written
statement has been provided to the Company and  will be retained by the Company
and  furnished  to the Securities and Exchange Commission  or  its  staff  upon
request.





<PAGE>

EXHIBIT 32.2


                           CERTIFICATION PURSUANT TO
                           18 U.S.C.  SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with  the  Form  10-QSB  of  Transax  International  Limited (the
"Company") on Form 10-QSB for the quarter ending March 31, 2005, as  filed with
the  Securities  and Exchange Commission on the date hereof (the "Report"),  I,
Adam Wasserman, Principal  Financial  and  Accounting  Officer  of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of  the  Sarbanes-Oxley  Act  of  2002,  that, to the best of my knowledge  and
belief:

     (1)   the Report fully complies with  the requirements of Section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     (2)   the information contained in the  Report  fairly  presents,  in  all
           material  respects, the financial condition and result of operations
           of the Company.




/s/Adam Wasserman
Adam Wasserman
Principal Financial and Accounting Officer
May 16, 2005

A signed original of this  written  statement required by Section 906, or other
document authenticating, acknowledging,  or  otherwise  adopting  the signature
that  appears  in  typed  form  within  the  electronic version of this written
statement has been provided to the Company and  will be retained by the Company
and  furnished  to the Securities and Exchange Commission  or  its  staff  upon
request.