U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 9, 2005
TRANSAX INTERNATIONAL LIMITED
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(Exact Name of Small Business Issuer as Specified in its Charter)
COLORADO
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(State or other Jurisdiction as Specified in Charter)
00-27845 84-1304106
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(Commission file number) (I.R.S. Employer Identification No.)
5201 Blue Lagoon Drive
8th Floor
Miami, Florida 33126
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(Address of Principal Executive Offices)
305.629.3090
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(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17
CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17
CFR 240.13e-4(c))
ITEM 4.02 NON RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OF COMPLETED INTERIM REVIEW.
On April 19, 2005, the Board of Directors of Transax International
Limited, a Colorado corporation (the "Company"), was advised by its independent
public accountants that an error occurred in the financial statements for the
nine-month period ended September 30, 2005 regarding the calculation of the
fair value of options/warrants granted. The expected life was entered as .5
years instead of 5 years thus causing an undervaluing of the cost of the grant
by approximately $150,000.
As a result, the Board of Directors of the Company concluded on April
20, 2005 that its previously issued financial statements for the nine-month
period ended September 30, 2004, included in its Quarterly Report on Form 10-
QSB for the nine-month period ended September 30, 2004, should no longer be
relied upon.
The adjustments do not impact either the Company's cash positions or
its revenues for the period affected. These adjustments will increase expenses
and net loss by approximately $151,500 for the nine-month period ended
September 30, 2004.
Mr. Stephen Walters, the Company's Chief Executive Officer and
President, discussed these matters disclosed in this filing on Form 8-K with
the Company's independent public accountants on approximately April 19, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
Incorporated by reference to Amendment No. 1 to Form 10-QSB for period ended
September 30, 2004 filed with the Securities and Exchange Commission on
April 29, 2005.
(b) Exhibits
23 Letter dated May 9, 2005 from Moore Stephens, P.C.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Transax International Limited
Date: May 9, 2005 By:/s/ Stephen Walters
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Stephen Walters
President and Chief Executive Officer