UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q/A
Amendment No. 1


(Mark One)


[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the period ended June 30, 2011


[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File No. 0-27845


TRANSAX INTERNATIONAL LIMITED

(Name of registrant as specified in its charter)


Colorado

(State or other jurisdiction of incorporation
or organization)

90-0287423

(I.R.S. Employer Identification No.)


1133 S. University Drive, Suite 210, Plantation, Florida 33324

(Address of principal executive offices)


(888) 317-6984

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]     No [   ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes [X]     No [   ]


Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

Non-accelerated filer

[   ]

Smaller reporting company

[X]


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]     No [X]


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date: 96,078,960 shares of common stock are issued and outstanding as of August 22, 2011.




EXPLANATORY NOTE


The sole purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011.



PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS


31.1 *       Certification of the principal executive officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2 *       Certification of the principal financial and accounting officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1 *       Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *       Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 **      Interactive Data Files of Financial Statements and Notes.


*    Filed on August 22, 2011 as an exhibit to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011.


**  In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.



SIGNATURES


Pursuant to 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 thereunto duly authorized.



 

TRANSAX INTERNATIONAL LIMITED

 

 

 

 

Dated:  September 13, 2011

By: /s/ STEPHEN WALTERS

 

Stephen Walters, President/Chief Executive Officer and Director
(Principal Executive Officer)

 

 

 

 

Dated:  September 13, 2011

By: /s/ ADAM WASSERMAN

 

Adam Wasserman, Chief Financial Officer
(Principal Accounting Officer)


2