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
                  (Formerly known as "Vega-Atlantic Corporation")
                   ---------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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


                            Vega-Atlantic Corporation
                         ------------------------------
      (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      4,500,000       $0.50             $2,250,000      $184.50
--------------------------------------------------------------------------------

<PAGE>

(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")  4,500,000  stock options (the "Stock  Options") have
been issued by the Company  under its present  "Stock  Option  Plan" (the "Stock
Option Plan").
(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.

<PAGE>


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

<PAGE>

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.

<PAGE>

         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: (a) all shares of Common Stock are being  acquired  solely for his
own  account and not on behalf of any other  person or entity;  (b) 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 (c)
if he is subject to reporting  requirements  under Section 16(a) of the Exchange
Act, he will:  (i) furnish the Company  with a copy of each Form 4 filed by him;
(ii) timely file all reports  required  under the federal  securities  laws; and
(iii) 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 LaBonte & Co. 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

<PAGE>

reports,   proxy  statements  and  other   communications   distributed  to  its
shareholders generally.

         The undersigned  Registrant hereby undertakes:  (a) 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;  (b) 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 (c) 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 Vancouver,  Province of British Columbia,  on August
26, 2003.

                        TRANSAX INTERNATIONAL LIMITED

                        By: /s/ STEPHEN WALTERS
                           ----------------------------------
                           Stephen Walters, President and CEO

<PAGE>


         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                 Director              August 26, 2003
----------------------------
   Stephen Walters

/s/ GRANT ATKINS                    Director              August 26, 2003
----------------------------
   Grant Atkins
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{"company-data": {"conformed-name": "TRANSAX INTERNATIONAL LTD", "cik": "0001097896", "assigned-sic": "1040", "irs-number": "841304106", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108316", "film-number": "03871369"}, "business-address": {"street1": "435 MARTIN STREET", "street2": "SUITE 2000", "city": "BLAINE", "state": "WA", "zip": "98230", "phone": "360-332-3823"}, "mail-address": {"street1": "435 MARTIN STREET", "street2": "SUITE 2000", "city": "BLAINE", "state": "WA", "zip": "98230"}, "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
                  (Formerly known as "Vega-Atlantic Corporation")
                   ---------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

                            Vega-Atlantic Corporation
                         ------------------------------
      (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      4,500,000       $0.50             $2,250,000      $184.50
--------------------------------------------------------------------------------
(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")  4,500,000  stock options (the "Stock  Options") have
been issued by the Company  under its present  "Stock  Option  Plan" (the "Stock
Option Plan").
(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: (a) all shares of Common Stock are being  acquired  solely for his
own  account and not on behalf of any other  person or entity;  (b) 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 (c)
if he is subject to reporting  requirements  under Section 16(a) of the Exchange
Act, he will:  (i) furnish the Company  with a copy of each Form 4 filed by him;
(ii) timely file all reports  required  under the federal  securities  laws; and
(iii) 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 LaBonte & Co. 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:  (a) 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;  (b) 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 (c) 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 Vancouver,  Province of British Columbia,  on August
26, 2003.

                        TRANSAX INTERNATIONAL LIMITED

                        By: /s/ STEPHEN WALTERS
                           ----------------------------------
                           Stephen Walters, President and CEO
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                 Director              August 26, 2003
----------------------------
   Stephen Walters

/s/ GRANT ATKINS                    Director              August 26, 2003
----------------------------
   Grant Atkins