U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File No. 00-27845
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10KSB [ ] Form 20F [ ] Form 11K [ ] Form 10QSB [ ] Form N-SAR
For Period Ended: December 31, 2006
-----------------
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not applicable.
--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
--------------------------------------------------------------------------------
Full Name of Registrant: Transax International Limited
Former Name if Applicable:
Address of Principal Executive
Office (Street and Number): 5201 Blue Lagoon Drive, 8th Floor
City, State and Zip Code: Miami, Florida 33126
--------------------------------------------------------------------------------
PART II - RULES 12b-25(b) and (c)
--------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-QSB, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
--------------------------------------------------------------------------------
PART III - NARRATIVE
--------------------------------------------------------------------------------
State below in reasonable detail the reasons why the Form 10-KSB, 20-F, 11-K,
10-QSB or N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.
On January 17, 2007, Transax International Limited, a Colorado corporation (the
"Company"), announced the execution of a letter of intent (the "Letter of
Intent") with Gestao e Processamento de Informacoes de Saude Ltda., the
wholly-owned subsidiary of Companhia Brasileira de Meios de Pagamento, which is
the leading credit card payment processor in Brazil. Due to the considerable
time involved in due diligence related to the Letter of Intent, preparation of
the audited financial statements from the Company's Brazil subsidiary has been
delayed. The Company's auditors did not timely receive the audited financial
statements for the subsidiary and therefore cannot complete the Company's
consolidated financial statements. Management deems it necessary that additional
time be provided in order to ensure that complete, thorough and accurate
disclosure of all material information is made in its Annual Report on Form
10-KSB. Management anticipates the filing of its Annual Report on Form 10-KSB
within the extension period.
--------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
--------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification: Diane D. Dalmy 303.985.9324
(2) Have all other period reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months o for such shorter period
that the registrant was required to file such reports(s) been filed? If
the answer is no, identify report(s).
[X] Yes [ ] No.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
--------------------------------------------------------------------------------
Transax International Limited
--------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2007 By: /s/ Stephen Walters
-------------- ---------------------------------
President/Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).