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

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED


                        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 Centre Drive,
                                   Suite 200
                              Irvine, CA 92618
                        -------------------------------
                   (Address of Principal Executive Offices)

                                      N/A
                       ------------------------------
    (Former name, address and fiscal year, if changed since last report)


            Stock Option Plan for Transax International Limited.
                     ------------------------------------
                           (Full title of the plan)


                               Diane D. Dalmy
                               Attorney at Law
                            8965 W. Cornell Place
                          Lakewood, Colorado, 80227
                    -------------------------------------
                   (Name and address of agent for service)

                                303.985.9324
                    --------------------------------------
        (Telephone number, including area code,of agent for service)


                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                              Proposed         Proposed
Title of                      maximum          maximum
Securities  	Amount        offering         aggregate	 Amount of
To be       	to be         price            offering		 registration
Registered  	Registered    per share        price fee
                              (1)              (2)
Common Stock	2,500,000     $0.25            $625,000		 $79.25
                                                        	 $79.25
_______________________________________________________________________________
(1)
 Estimated solely for the purpose of computing the registration fee pursuant to
Rule  457(c)  and  (h)  under  the  Securities  Act  of  1933,  as amended (the
"Securities  Act").   The  Proposed  maximum  offering  price  per  share   was
determined  by  the  Board  of  Directors of Transax international Limited (the
"Company")  and  set contractually.   As  of  the  date  of  this  registration
statement (the "Registration  Statement")  7,000,000  stock options (the "Stock
Options") have been issued by the Company under its present "Stock Option Plan"
(the  "Stock  Option  Plan"),  including  2,500,000  in  accordance  with  this
Registration Statement.

(2)
 This  Registration  Statement  relates  to  such  indeterminate   number  of
additional shares of Common Stock of the Company as may be issuable as a result
of stock splits, stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with or furnished to the Securities and Exchange
Commission  (the "Commission"), are incorporated in this Registration Statement
by reference:

(i)	    the  latest  annual  report  of  the  Company  filed  on Form 10KSB
    	    pursuant to Sections 13(a) or 15(d) of the Securities Exchange  Act
  	    of 1934, as amended (the "Exchange Act");

(ii) 	    all  other  reports filed by the Company pursuant to Sections 13(a)
      	    or 15(d) of the  Exchange  Act  since  the  end  of the fiscal year
	    covered  by  the annual report on Form 10-KSB referred  to  in  (a)
	    above;

(iii)	    the registration  statement  of  the  Company  filed  on Form 10-SB
	    pursuant to Section 12(g) of the Exchange Act; and

(iv)	    the   description   of   securities   which  is  contained  in  the
	    registration statement on Form 10-SB filed  by the Company pursuant
	    to  Section  12  of the Exchange Act, including  any  amendment  or
	    report filed for the purpose of updating such description.

All documents subsequently filed  by  the  Company  pursuant to Sections 13(a),
13(c),  14  and  15(d)  of the Exchange Act, prior to the  filing  of  a  post-
effective amendment which  either  indicates  that  all securities offered have
been sold or de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.  Any statement  contained  in  a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to  the  extent  that a statement contained herein or in any other subsequently
filed document which  also  is  incorporated  or  deemed  to be incorporated by
reference herein modifies or supersedes such statement.  Any  such statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so  modified  or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The  class  of securities to be offered is registered under Section 12  of  the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq.,  General  Counsel  to  the  Company,  of  8965  W.  Cornell Place,
Lakewood, Colorado, 80227.

None of the experts named in this Registration Statement as having  prepared or
certified  a  report,  or  counsel  for  the  Company named in the Registration
Statement as having given an opinion upon the validity  of the securities being
registered or upon other legal matters in connection with  the  registration of
offering  of  such  securities,  have  or  will receive in connection with  the
offering a substantial interest, direct or indirect,  in  the  Company  or  its
subsidiary,  if  any,  nor was connected with the Company or its subsidiary, if
any, as a promoter, managing  underwriter, voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The applicable laws of Colorado,  the  Company's  Articles of Incorporation and
the  Company's  Bylaws  permit indemnification of its  directors  and  officers
against certain liabilities,  which would include liabilities arising under the
Securities Act.

Under  Section  7-109-102  of  the  Colorado  Business  Corporations  Act  (the
"Colorado  Act") a corporation may  indemnify  a  person  made  a  party  to  a
proceeding because  the person is or was a director, against liability incurred
in the proceeding.  Indemnification  permitted under this section in connection
with  a  proceeding  by  or  in the right of  the  corporation  is  limited  to
reasonable expenses incurred in connection with the proceeding.

Indemnification is only possible under this section 7-109-102, however, if: (a)
the person conducted him/herself  in  good faith; and (b) the person reasonably
believed:  (i)  in  the  case  of conduct in  an  official  capacity  with  the
corporation, that his or her conduct  was  in the corporation's best interests;
and (ii) in all other cases, that his or her  conduct  was at least not opposed
to  the  corporation's  best  interests; and (c) in the case  of  any  criminal
proceeding, the person had no reasonable  cause  to  believe his or her conduct
was unlawful.

It should be noted, however, that under Section 7-109-102(4), a corporation may
not  indemnify a director: (i) in connection with a proceeding  by  or  in  the
right  of  the  corporation  in  which  the  director is adjudged liable to the
corporation;  or  (ii)  in  connection with any other  proceeding  in  which  a
director is adjudged liable on  the  basis  that  he  or  she  derived improper
personal benefit.

Under  Section  7-109-103  a director is entitled to mandatory indemnification,
when he/she is wholly successful  in the defense of any proceeding to which the
person was a party because the person  is or was a director, against reasonable
expenses incurred in connection to the proceeding.

Under  Section 7-109-105, unless restricted  by  a  corporation's  Articles  of
Incorporation,  a  director who is or was a party to a proceeding may apply for
indemnification to a  court of competent jurisdiction.  The court, upon receipt
of the application, may order indemnification after giving any notice the court
considers necessary.  The court, however, is limited to awarding the reasonable
expenses incurred in connection  with  the  proceeding  and reasonable expenses
incurred to obtain court-ordered indemnification.

Under  Section  7-109-107, unless restricted by the corporation's  Articles  of
Incorporation, an  officer  of  a  corporation  is  also  entitled to mandatory
indemnification  and  to apply for court-ordered indemnification  to  the  same
extent as a director.

A corporation may also  indemnify  an  officer, employee, fiduciary or agent of
the corporation to the same extent as a director.

Under Section 7-109-108 a corporation may  purchase  and  maintain insurance on
behalf  of a person who is or was a director, officer, employee,  fiduciary  or
agent of  the corporation against liability asserted against or incurred by the
person in that capacity, whether or not the corporation would have the power to
indemnify such  person  against  the same liability under other sections of the
Colorado Act.

The officers and directors of the  Company  are accountable to the shareholders
of  the Company as fiduciaries, which means such  officers  and  directors  are
required  to  exercise  good  faith  and  integrity  in  handling the Company's
affairs.

A shareholder may be able to institute legal action on behalf  of  himself  and
all  other similarly situated shareholders to recover damages where the Company
has failed  or  refused  to  observe  the  law.   Shareholders  may, subject to
applicable  rules  of  civil  procedure,  be  able  to bring a class action  or
derivative suit to enforce their rights, including rights under certain federal
and  state  securities laws and regulations.  Shareholders  who  have  suffered
losses in connection with the purchase or sale of their interest in the Company
due to a breach of a fiduciary duty by an officer or director of the Company in
connection with  such  sale  or  purchase  including,  but  not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.


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

The Company  has  no agreements with any of its directors or executive officers
providing for indemnification  of  any  such  persons with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding  involving  a director
or  executive  officers  of  the  Company  as to which indemnification is being
sought.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

In the event certain Stock Options issued under the Company's Stock Option Plan
are  not  registered pursuant to this Registration  Statement,  the  shares  of
Common Stock to be issued pursuant to an exercise of such Stock Option shall be
issued in reliance upon the exemption from the registration requirements of the
Securities  Act,  contained  in Section 4(2) thereof, covering transactions not
involving any public offering or not involving any "offer" or "sale".

In such event each optionee, as  a  condition  of  exercise,  shall  represent,
warrant  and  agree  in  a  form of written certificate approved by the Company
that: (i) all shares of Common  Stock  are  being  acquired  solely for his own
account  and  not on behalf of any other person or entity; (ii)  no  shares  of
Common Stock will  be  sold  or  otherwise  distributed  in  violation  of  the
Securities  Act  or  any other applicable federal or state securities laws; and
(iii) if he is subject  to  reporting  requirements  under Section 16(a) of the
Exchange Act, he will: (a) furnish the Company with a copy of each Form 4 filed
by him; (b) timely file all reports required under the federal securities laws;
and (iv) he will report all sales of shares of Common  Stock  to the Company in
writing.

ITEM 8. EXHIBITS.

      The  following  documents  are  filed  as  exhibits  to this Registration
Statement:

      5.1   Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
            legality of the securities being registered.

      23.1  Consent of Diane  D. Dalmy, as counsel to  the Company, included in
            the Opinion as exhibit 5.1.

      23.2  Consent of Moore Stephens,  as independent public accountants.

      99.1  Stock Option Plan.

ITEM 9. UNDERTAKINGS.

The  undersigned  Company (herein also the "Registrant") hereby  undertakes  to
deliver or cause to  be  delivered  with  this  Registration  Statement to each
employee  to  whom the Registration Statement is sent or given a  copy  of  the
Registrant's annual  report  to  stockholders  for its last fiscal year, unless
such employee otherwise has received a copy of such  report,  in which case the
Registrant  shall  state  in  the Registration Statement that it will  promptly
furnish, without charge, a copy  of  such  report  on  written  request  of the
employee.

The  undersigned  Registrant  hereby  undertakes  to  transmit  or  cause to be
transmitted to all employees participating in the Stock Option Plan who  do not
otherwise receive such material as stockholders of the Registrant, at the  time
and  in  the  manner  such  material is sent to its shareholders, copies of all
reports,  proxy  statements  and   other   communications  distributed  to  its
shareholders generally.

The undersigned Registrant hereby undertakes: (i) to file, during any period in
which  offers  or  sales  are being made, a post-effective  amendment  to  this
Registration Statement, if applicable, to include any material information with
respect to the Stock Option  Plan  or  distribution not previously disclosed in
the Registration Statement or any material  change  to  such information in the
Registration Statement; (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed  to be the initial
bona fide offering thereof; and (iii) to remove from registration by means of a
post-effective  amendment any of the securities being registered  which  remain
unsold at the termination of the offering.

The undersigned Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities  Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section  15(d)  of  the  Exchange Act (and,
where  applicable,  each  filing  of  an  employee  benefit plan annual  report
pursuant  to  Section  15(d)  of  the  Exchange  Act) that is  incorporated  by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the securities offered  therein,  and  the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

SIGNATURES.

Pursuant  to  the requirements of the Securities Act, the Registrant  certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form  S-8  and  has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, on November 29, 2004.

                                        TRANSAX INTERNATIONAL LIMITED

                                        /s/ Stephen Walters
                              By:   _____________________________
                              Stephen Walters, President, CEO and Director

      Pursuant to the requirements  of  the  Securities  Act, this Registration
Statement has been signed by the following person in the capacity  and  on  the
date indicated.

Signature                     Title                  	      Date

/s/ Stephen Walters           President, CEO and Director     November 30, 2004
____________________________


/s/ Laurie Bewes              Director 		              November 30, 2004
____________________________


/s/ David Bouzaid             Director                        November 30, 2004
____________________________








                                 EXHIBIT 5.1

                                DIANE D. DALMY
                                ATTORNEY AT LAW
                              8965 W. CORNELL PLACE
                           LAKEWOOD, COLORADO, 80227
                                  303.985.9324
                            303.988.6954 (facsimile)
                          email: ddalmy@earthlink.net



November 23, 2004

Transax International Limited
200 - 7545 Irvine Centre Drive
Irvine, CA., 92618

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

Please  be advised that I have been engaged as counsel to Transax International
Limited (the  "Company"))  in  connection  with  preparation  of a Registration
Statement  on  Form S-8 filed with the Securities and Exchange Commission  (the
"Registration  Statement").    The   Registration  Statement  pertains  to  the
registration  of 2,500,000 shares of the  Company's  Common  Stock,  par  value
$0.00001, for the  issuance  pursuant  to the terms and provisions of the Stock
Option Plan of the Company (the "Stock Option Plan").

In connection with this opinion, I have  examined  originals  or copies of such
documents,  corporate records and other instruments as I have deemed  necessary
or appropriate  for the purpose of the opinion hereinafter expressed including,
but not limited to,  the following: (i) the Registration Statement on Form S-8;
(ii) the Articles of Incorporation  and  the  Bylaws of the Company, as amended
and currently in effect; (iii) the Stock Option  Plan and associated documents;
(iv) certain resolutions of the Board of Directors  of  the Company relating to
the  adoption of the Stock Option Plan and other transactions  contemplated  by
the Registration  Statement;  and  (v)  such  other  documents as I have deemed
necessary or appropriate as a basis for this opinion.   I have assumed, without
independent verification, the genuineness of signatures,  the  authenticity  of
documents and the conformity with originals of copies.

Based  upon the foregoing, I am of the opinion that the shares of Common Stock,
when issued  and  sold  in  accordance with the terms of the Stock Option Plan,
will be validly issued, fully paid and non-assessable.

I am a member of the Bar of the  State  of  Colorado and the opinions expressed
herein are limited to the corporate laws of Colorado pertaining to matters such
as the issuance of stock, but not including the "securities" or "blue sky" laws
of various states.

I hereby consent to the use of this opinion as  an  exhibit to the Registration
Statement.  By giving the foregoing consent, I do not  admit that I come within
the  category  of  persons whose consent is required under  Section  7  of  the
Securities Act of 1933, as amended.

Sincerely,

/s/ Diane D. Dalmy
________________

                                 EXHIBIT 23.2

                                  Letter head

November  16, 2004

U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Transax International  Limited  - Form S-8 Registration of 2,500,000 shares
of common stock

Dear Sir/Madame:

We hereby consent to the incorporation  by  reference  therein of our Auditors'
Report  dated  April 9, 2004 to the Stockholders and Board  of  Directors  with
respect to the consolidated financial statements of the Company included in its
annual report filed  with  the  U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 2003 on Form 10-KSB.

Sincerely,


Moore Stephens, P.C.
[{"type": "S-8", "sequence": "1", "filename": "tnsxs8rev1112904.txt", "secsgml_size_bytes": 23038}]
{"company-data": {"conformed-name": "TRANSAX INTERNATIONAL LTD", "cik": "0001097896", "assigned-sic": "1040", "irs-number": "841304106", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120846", "film-number": "041174597"}, "business-address": {"street1": "7545 IRVINE CENTRE DRIVE", "street2": "SUITE 200", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "949-623-8316"}, "mail-address": {"street1": "7545 IRVINE CENTRE DRIVE", "street2": "SUITE 200", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": {"former-conformed-name": "VEGA ATLANTIC CORP/CO", "date-changed": "19991027"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                        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 Centre Drive,
                                   Suite 200
                              Irvine, CA 92618
                        -------------------------------
                   (Address of Principal Executive Offices)

                                      N/A
                       ------------------------------
    (Former name, address and fiscal year, if changed since last report)

            Stock Option Plan for Transax International Limited.
                     ------------------------------------
                           (Full title of the plan)

                               Diane D. Dalmy
                               Attorney at Law
                            8965 W. Cornell Place
                          Lakewood, Colorado, 80227
                    -------------------------------------
                   (Name and address of agent for service)

                                303.985.9324
                    --------------------------------------
        (Telephone number, including area code,of agent for service)

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                              Proposed         Proposed
Title of                      maximum          maximum
Securities  	Amount        offering         aggregate	 Amount of
To be       	to be         price            offering		 registration
Registered  	Registered    per share        price fee
                              (1)              (2)
Common Stock	2,500,000     $0.25            $625,000		 $79.25
                                                        	 $79.25
_______________________________________________________________________________
(1)
 Estimated solely for the purpose of computing the registration fee pursuant to
Rule  457(c)  and  (h)  under  the  Securities  Act  of  1933,  as amended (the
"Securities  Act").   The  Proposed  maximum  offering  price  per  share   was
determined  by  the  Board  of  Directors of Transax international Limited (the
"Company")  and  set contractually.   As  of  the  date  of  this  registration
statement (the "Registration  Statement")  7,000,000  stock options (the "Stock
Options") have been issued by the Company under its present "Stock Option Plan"
(the  "Stock  Option  Plan"),  including  2,500,000  in  accordance  with  this
Registration Statement.

(2)
 This  Registration  Statement  relates  to  such  indeterminate   number  of
additional shares of Common Stock of the Company as may be issuable as a result
of stock splits, stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with or furnished to the Securities and Exchange
Commission  (the "Commission"), are incorporated in this Registration Statement
by reference:

(i)	    the  latest  annual  report  of  the  Company  filed  on Form 10KSB
    	    pursuant to Sections 13(a) or 15(d) of the Securities Exchange  Act
  	    of 1934, as amended (the "Exchange Act");

(ii) 	    all  other  reports filed by the Company pursuant to Sections 13(a)
      	    or 15(d) of the  Exchange  Act  since  the  end  of the fiscal year
	    covered  by  the annual report on Form 10-KSB referred  to  in  (a)
	    above;

(iii)	    the registration  statement  of  the  Company  filed  on Form 10-SB
	    pursuant to Section 12(g) of the Exchange Act; and

(iv)	    the   description   of   securities   which  is  contained  in  the
	    registration statement on Form 10-SB filed  by the Company pursuant
	    to  Section  12  of the Exchange Act, including  any  amendment  or
	    report filed for the purpose of updating such description.

All documents subsequently filed  by  the  Company  pursuant to Sections 13(a),
13(c),  14  and  15(d)  of the Exchange Act, prior to the  filing  of  a  post-
effective amendment which  either  indicates  that  all securities offered have
been sold or de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.  Any statement  contained  in  a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to  the  extent  that a statement contained herein or in any other subsequently
filed document which  also  is  incorporated  or  deemed  to be incorporated by
reference herein modifies or supersedes such statement.  Any  such statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so  modified  or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The  class  of securities to be offered is registered under Section 12  of  the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq.,  General  Counsel  to  the  Company,  of  8965  W.  Cornell Place,
Lakewood, Colorado, 80227.

None of the experts named in this Registration Statement as having  prepared or
certified  a  report,  or  counsel  for  the  Company named in the Registration
Statement as having given an opinion upon the validity  of the securities being
registered or upon other legal matters in connection with  the  registration of
offering  of  such  securities,  have  or  will receive in connection with  the
offering a substantial interest, direct or indirect,  in  the  Company  or  its
subsidiary,  if  any,  nor was connected with the Company or its subsidiary, if
any, as a promoter, managing  underwriter, voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The applicable laws of Colorado,  the  Company's  Articles of Incorporation and
the  Company's  Bylaws  permit indemnification of its  directors  and  officers
against certain liabilities,  which would include liabilities arising under the
Securities Act.

Under  Section  7-109-102  of  the  Colorado  Business  Corporations  Act  (the
"Colorado  Act") a corporation may  indemnify  a  person  made  a  party  to  a
proceeding because  the person is or was a director, against liability incurred
in the proceeding.  Indemnification  permitted under this section in connection
with  a  proceeding  by  or  in the right of  the  corporation  is  limited  to
reasonable expenses incurred in connection with the proceeding.

Indemnification is only possible under this section 7-109-102, however, if: (a)
the person conducted him/herself  in  good faith; and (b) the person reasonably
believed:  (i)  in  the  case  of conduct in  an  official  capacity  with  the
corporation, that his or her conduct  was  in the corporation's best interests;
and (ii) in all other cases, that his or her  conduct  was at least not opposed
to  the  corporation's  best  interests; and (c) in the case  of  any  criminal
proceeding, the person had no reasonable  cause  to  believe his or her conduct
was unlawful.

It should be noted, however, that under Section 7-109-102(4), a corporation may
not  indemnify a director: (i) in connection with a proceeding  by  or  in  the
right  of  the  corporation  in  which  the  director is adjudged liable to the
corporation;  or  (ii)  in  connection with any other  proceeding  in  which  a
director is adjudged liable on  the  basis  that  he  or  she  derived improper
personal benefit.

Under  Section  7-109-103  a director is entitled to mandatory indemnification,
when he/she is wholly successful  in the defense of any proceeding to which the
person was a party because the person  is or was a director, against reasonable
expenses incurred in connection to the proceeding.

Under  Section 7-109-105, unless restricted  by  a  corporation's  Articles  of
Incorporation,  a  director who is or was a party to a proceeding may apply for
indemnification to a  court of competent jurisdiction.  The court, upon receipt
of the application, may order indemnification after giving any notice the court
considers necessary.  The court, however, is limited to awarding the reasonable
expenses incurred in connection  with  the  proceeding  and reasonable expenses
incurred to obtain court-ordered indemnification.

Under  Section  7-109-107, unless restricted by the corporation's  Articles  of
Incorporation, an  officer  of  a  corporation  is  also  entitled to mandatory
indemnification  and  to apply for court-ordered indemnification  to  the  same
extent as a director.

A corporation may also  indemnify  an  officer, employee, fiduciary or agent of
the corporation to the same extent as a director.

Under Section 7-109-108 a corporation may  purchase  and  maintain insurance on
behalf  of a person who is or was a director, officer, employee,  fiduciary  or
agent of  the corporation against liability asserted against or incurred by the
person in that capacity, whether or not the corporation would have the power to
indemnify such  person  against  the same liability under other sections of the
Colorado Act.

The officers and directors of the  Company  are accountable to the shareholders
of  the Company as fiduciaries, which means such  officers  and  directors  are
required  to  exercise  good  faith  and  integrity  in  handling the Company's
affairs.

A shareholder may be able to institute legal action on behalf  of  himself  and
all  other similarly situated shareholders to recover damages where the Company
has failed  or  refused  to  observe  the  law.   Shareholders  may, subject to
applicable  rules  of  civil  procedure,  be  able  to bring a class action  or
derivative suit to enforce their rights, including rights under certain federal
and  state  securities laws and regulations.  Shareholders  who  have  suffered
losses in connection with the purchase or sale of their interest in the Company
due to a breach of a fiduciary duty by an officer or director of the Company in
connection with  such  sale  or  purchase  including,  but  not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

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

The Company  has  no agreements with any of its directors or executive officers
providing for indemnification  of  any  such  persons with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding  involving  a director
or  executive  officers  of  the  Company  as to which indemnification is being
sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

In the event certain Stock Options issued under the Company's Stock Option Plan
are  not  registered pursuant to this Registration  Statement,  the  shares  of
Common Stock to be issued pursuant to an exercise of such Stock Option shall be
issued in reliance upon the exemption from the registration requirements of the
Securities  Act,  contained  in Section 4(2) thereof, covering transactions not
involving any public offering or not involving any "offer" or "sale".

In such event each optionee, as  a  condition  of  exercise,  shall  represent,
warrant  and  agree  in  a  form of written certificate approved by the Company
that: (i) all shares of Common  Stock  are  being  acquired  solely for his own
account  and  not on behalf of any other person or entity; (ii)  no  shares  of
Common Stock will  be  sold  or  otherwise  distributed  in  violation  of  the
Securities  Act  or  any other applicable federal or state securities laws; and
(iii) if he is subject  to  reporting  requirements  under Section 16(a) of the
Exchange Act, he will: (a) furnish the Company with a copy of each Form 4 filed
by him; (b) timely file all reports required under the federal securities laws;
and (iv) he will report all sales of shares of Common  Stock  to the Company in
writing.

ITEM 8. EXHIBITS.

      The  following  documents  are  filed  as  exhibits  to this Registration
Statement:

      5.1   Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
            legality of the securities being registered.

      23.1  Consent of Diane  D. Dalmy, as counsel to  the Company, included in
            the Opinion as exhibit 5.1.

      23.2  Consent of Moore Stephens,  as independent public accountants.

      99.1  Stock Option Plan.

ITEM 9. UNDERTAKINGS.

The  undersigned  Company (herein also the "Registrant") hereby  undertakes  to
deliver or cause to  be  delivered  with  this  Registration  Statement to each
employee  to  whom the Registration Statement is sent or given a  copy  of  the
Registrant's annual  report  to  stockholders  for its last fiscal year, unless
such employee otherwise has received a copy of such  report,  in which case the
Registrant  shall  state  in  the Registration Statement that it will  promptly
furnish, without charge, a copy  of  such  report  on  written  request  of the
employee.

The  undersigned  Registrant  hereby  undertakes  to  transmit  or  cause to be
transmitted to all employees participating in the Stock Option Plan who  do not
otherwise receive such material as stockholders of the Registrant, at the  time
and  in  the  manner  such  material is sent to its shareholders, copies of all
reports,  proxy  statements  and   other   communications  distributed  to  its
shareholders generally.

The undersigned Registrant hereby undertakes: (i) to file, during any period in
which  offers  or  sales  are being made, a post-effective  amendment  to  this
Registration Statement, if applicable, to include any material information with
respect to the Stock Option  Plan  or  distribution not previously disclosed in
the Registration Statement or any material  change  to  such information in the
Registration Statement; (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed  to be the initial
bona fide offering thereof; and (iii) to remove from registration by means of a
post-effective  amendment any of the securities being registered  which  remain
unsold at the termination of the offering.

The undersigned Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities  Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section  15(d)  of  the  Exchange Act (and,
where  applicable,  each  filing  of  an  employee  benefit plan annual  report
pursuant  to  Section  15(d)  of  the  Exchange  Act) that is  incorporated  by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the securities offered  therein,  and  the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

SIGNATURES.

Pursuant  to  the requirements of the Securities Act, the Registrant  certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form  S-8  and  has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, on November 29, 2004.

                                        TRANSAX INTERNATIONAL LIMITED

                                        /s/ Stephen Walters
                              By:   _____________________________
                              Stephen Walters, President, CEO and Director

      Pursuant to the requirements  of  the  Securities  Act, this Registration
Statement has been signed by the following person in the capacity  and  on  the
date indicated.

Signature                     Title                  	      Date

/s/ Stephen Walters           President, CEO and Director     November 30, 2004
____________________________

/s/ Laurie Bewes              Director 		              November 30, 2004
____________________________

/s/ David Bouzaid             Director                        November 30, 2004
____________________________

                                 EXHIBIT 5.1

                                DIANE D. DALMY
                                ATTORNEY AT LAW
                              8965 W. CORNELL PLACE
                           LAKEWOOD, COLORADO, 80227
                                  303.985.9324
                            303.988.6954 (facsimile)
                          email: ddalmy@earthlink.net

November 23, 2004

Transax International Limited
200 - 7545 Irvine Centre Drive
Irvine, CA., 92618

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

Please  be advised that I have been engaged as counsel to Transax International
Limited (the  "Company"))  in  connection  with  preparation  of a Registration
Statement  on  Form S-8 filed with the Securities and Exchange Commission  (the
"Registration  Statement").    The   Registration  Statement  pertains  to  the
registration  of 2,500,000 shares of the  Company's  Common  Stock,  par  value
$0.00001, for the  issuance  pursuant  to the terms and provisions of the Stock
Option Plan of the Company (the "Stock Option Plan").

In connection with this opinion, I have  examined  originals  or copies of such
documents,  corporate records and other instruments as I have deemed  necessary
or appropriate  for the purpose of the opinion hereinafter expressed including,
but not limited to,  the following: (i) the Registration Statement on Form S-8;
(ii) the Articles of Incorporation  and  the  Bylaws of the Company, as amended
and currently in effect; (iii) the Stock Option  Plan and associated documents;
(iv) certain resolutions of the Board of Directors  of  the Company relating to
the  adoption of the Stock Option Plan and other transactions  contemplated  by
the Registration  Statement;  and  (v)  such  other  documents as I have deemed
necessary or appropriate as a basis for this opinion.   I have assumed, without
independent verification, the genuineness of signatures,  the  authenticity  of
documents and the conformity with originals of copies.

Based  upon the foregoing, I am of the opinion that the shares of Common Stock,
when issued  and  sold  in  accordance with the terms of the Stock Option Plan,
will be validly issued, fully paid and non-assessable.

I am a member of the Bar of the  State  of  Colorado and the opinions expressed
herein are limited to the corporate laws of Colorado pertaining to matters such
as the issuance of stock, but not including the "securities" or "blue sky" laws
of various states.

I hereby consent to the use of this opinion as  an  exhibit to the Registration
Statement.  By giving the foregoing consent, I do not  admit that I come within
the  category  of  persons whose consent is required under  Section  7  of  the
Securities Act of 1933, as amended.

Sincerely,

/s/ Diane D. Dalmy
________________

                                 EXHIBIT 23.2

                                  Letter head

November  16, 2004

U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Transax International  Limited  - Form S-8 Registration of 2,500,000 shares
of common stock

Dear Sir/Madame:

We hereby consent to the incorporation  by  reference  therein of our Auditors'
Report  dated  April 9, 2004 to the Stockholders and Board  of  Directors  with
respect to the consolidated financial statements of the Company included in its
annual report filed  with  the  U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 2003 on Form 10-KSB.

Sincerely,

Moore Stephens, P.C.