SecProbe.io

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      							May 26 2005

Mail Room 4561

Stephen Walters
President and CEO
Transax International, Ltd.
5201 Blue Lagoon Drive
8th Floor
Miami, FL. 33126

	Re:	Item 4.02 Form 8-K
		Filed on May 10, 2005
		File No. 000-27845

Dear Mr. Walters,

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have following comments:

* We note that you concluded your disclosure controls and your
procedures were effective as of December 31, 2004 in Form 10-KSB
and
March 31, 2005 in Form 10-QSB.  Tell us how you determined that
your
disclosure controls and procedures were effective as of December
31,
2004 and March 31, 2005, considering you did not discover an error
in
your September 30, 2004 financial statements until April 19, 2005.

* We note that the nine month period ending September 30, 2004
financials should no longer be relied upon.  Provide your analysis
of
supporting your determination that the error identified in your
September 30, 2004 financial statements was not material to your
December 31, 2004 financial statements.

      You should file your amendment as a Form 8-K/A in response
to
this comment within five business days from the date of letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions, please call Kari Jin, Staff Accountant
at
(202) 551-3481.

							Sincerely,

							Kari Jin
							Staff Accountant

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Mr. Walters
Transax International, Ltd.
May 26, 2005
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