UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                   FORM 10-QSB

(MARK ONE)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from ___________ to
      -----------

                                     0-17874
                            (Commission file number)
                            -------------------------

                               GLOBAL AXCESS CORP
                 (Name of Small Business Issuer in Its Charter)

                  NEVADA                               88-0199674
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)

          224 PONTE VEDRA PARK DRIVE
         PONTE VEDRA BEACH, FLORIDA                       32082
   (Address of principal executive offices)             (Zip Code)

                                 (904)280-3950
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock

                            -------------------------

      Check whether the Issuer: (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 9 months (or for such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes |X| No |_|

      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-QSB. |X|

      As of August 9, 2005, the Issuer had 18,211,986 shares outstanding of the
Common Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).

<PAGE>
                                TABLE OF CONTENTS                       Page No.

PART  I                      FINANCIAL INFORMATION

  Item  1.  Financial Statements(unaudited)                                    3
  Item  2.  Management's Discussion and Analysis or Plan of Operation         11
  Item  3.  Controls and Procedures                                           18

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                                 19
  Item  2.  Changes in Securities.                                            19
  Item  3.  Defaults Upon Senior Securities.                                  19
  Item  4.  Submission of Matters to a Vote of Security Holders.              19
  Item  5.  Other Information.                                                19
  Item  6.  Exhibits.                                                         21

SIGNATURES                                                                    28

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis or Plan of
Operation." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-QSB that have been or are to be filed in 2005.
When used in this report, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "targets," "estimates," and similar expressions
are generally intended to identify forward-looking statements. You should not
place undue reliance on the forward-looking statements, which speak only as of
the date of this Quarterly Report on Form 10-QSB. We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances after the date of this document.

Estimates of future financial results are inherently unreliable.

From time to time, representatives of Global Axcess Corp (the Company) may make
public predictions or forecasts regarding the Company's future results,
including estimates regarding future revenues, expense levels, earnings or
earnings from operations. Any forecast regarding the Company's future
performance reflects various assumptions. These assumptions are subject to
significant uncertainties, and, as a matter of course, many of them will prove
to be incorrect. Further, the achievement of any forecast depends on numerous
factors (including those described in this discussion), many of which are beyond
the Company's control. As a result, there can be no assurance that the Company's
performance will be consistent with any management forecasts or that the
variation from such forecasts will not be material and adverse. Investors are
cautioned not to base their entire analysis of the Company's business and
prospects upon isolated predictions, but instead are encouraged to utilize the
entire available mix of historical and forward-looking information made
available by the Company, and other information affecting the Company and its
products, when evaluating the Company's prospective results of operations.

<PAGE>
In addition, representatives of the Company may occasionally comment publicly on
the perceived reasonableness of published reports by independent analysts
regarding the Company's projected future performance. Such comments should not
be interpreted as an endorsement or adoption of any given estimate or range of
estimates or the assumptions and methodologies upon which such estimates are
based. Undue reliance should not be placed on any comments regarding the
conformity, or lack thereof, of any independent estimates with the Company's own
present expectations regarding its future results of operations. The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making their
estimates are likely different in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes in the
Company's business, market conditions or the general economic climate may have
varying effects on the results obtained through the use of differing analyses
and assumptions. The Company expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item  1. Financial Statements

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)


                                     ASSETS
 Current assets
 Cash                                                              $ 418,693
 Automated teller machine vault cash                                 989,306
 Accounts receivable, net                                          1,772,578
 Note receivable                                                      99,895
 Inventory                                                           132,315
 Deferred tax asset - current                                        216,017
 Prepaid expense & other current assets                              512,794
                                                            -----------------
 Total current assets                                              4,141,598

 Fixed assets, net                                                 6,715,798

 Other assets
 Merchant contracts                                                8,401,347
 Intangible assets, net                                            4,089,784
 Deferred tax asset - long term                                      322,279
 Other assets                                                              -
                                                            -----------------
 Total assets                                                   $ 23,670,806
                                                            =================

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities
 Accounts payable and accrued liabilities                        $ 2,128,651
 Automated teller machine vault cash payable                         989,306
 Note payable-related parties - current portion                       15,576
 Notes payable - current portion                                      80,615
 Bank loan - current portion                                         975,000
 Capital lease obligations - current portion                         620,686
                                                            -----------------
 Total current liabilities                                         4,809,834

 Long-term liabilities
 Notes payable-related parties - long-term portion                 2,368,831
 Notes payable - long-term portion                                   114,373
 Bank loan - long-term portion                                       556,250
 Capital lease obligations - long-term portion                     1,452,468
                                                            -----------------
 Total liabilities                                                 9,301,756


 Stockholders' equity
 Preferred stock $0.001 par value; 5,000,000 shares
 authorized, no shares issued and outstanding                              -
 Common stock $0.001 par value; 45,000,000 shares
 authorized, 18,211,986 shares issued and outstanding                 18,212
 Additional paid-in capital                                       18,949,634
 Accumulated deficit                                              (4,598,796)
                                                            -----------------
 Total stockholders' equity                                       14,369,050

                                                            -----------------
 Total liabilities and stockholders' equity                     $ 23,670,806
                                                            =================

     See Accompanying Notes to Condensed Consolidated Financial Statements
<PAGE>

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Three Months ended June 30,       Six Months ended June 30,
                                                          2005            2004              2005          2004
<S>                                                      <C>            <C>              <C>           <C>
Revenues                                                 $ 5,437,811    $ 3,112,230      $ 10,155,647  $ 5,912,711
Cost of revenues                                           3,024,084      1,727,311         5,728,523    3,304,979
                                                     ------------------------------    ---------------------------
Gross profit                                               2,413,727      1,384,919        4,427,124    2,607,732
Operating expenses:
Depreciation and amortization                                381,841        312,732          701,308      613,063
General and administrative                                 1,584,671        912,095        2,978,142    1,723,267
                                                     ------------------------------    ---------------------------
Total operating expenses                                   1,966,512      1,224,827        3,679,450    2,336,330

                                                     ------------------------------    ---------------------------
Income from operations                                       447,215        160,092          747,674      271,402
                                                     ------------------------------    ---------------------------

Other income (expense)
Interest expense                                            (153,502)       (42,969         (275,044)     (64,110)
Settlement income                                                  -        304,000                -      304,000
Contingent reserve                                                 -        (55,000                -      (55,000)
Other income                                                   2,198              -            2,198            -
                                                     ------------------------------    ---------------------------
Total other income (expense)                                (151,304)       206,031         (272,846)     184,890

                                                                                       ---------------------------
                                                     ------------------------------    ---------------------------
Income before provision for income taxes                     295,911        366,123          474,828      456,292
                                                     ------------------------------    ---------------------------

Provision for income (tax) benefit                                 -              -                -            -

                                                     ------------------------------    ---------------------------
Net income                                                 $ 295,911      $ 366,123        $ 474,828    $ 456,292
                                                     ==============================    ===========================


Basic income per share                                        $ 0.02         $ 0.02           $ 0.03       $ 0.03
Fully diluted income per weighted average
common shares outstanding                                     $ 0.02         $ 0.01           $ 0.03       $ 0.02

Basic weighted average common shares outstanding          18,211,986     16,103,088       18,211,986   14,310,608

Fully dilutive weighted average common
shares outstanding                                        18,706,275     25,181,751       18,706,275   23,389,271
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements
<PAGE>

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Six months ended June 30,
                                                                         2005                2004
<S>                                                                 <C>               <C>
Cash flows from operating activities:
Net income                                                          $ 474,828           $ 456,292
Adjustments to reconcile net income to net
cash provided by operating activities:
Contingent reserves                                                         -              55,000
Discount on loans                                                       9,989                   -
Depreciation and amortization                                         701,308             613,063
Issuance of stock to consultants for services provided                  4,213                   -
Shares returned to treasury                                                 -            (304,000)
Changes in operating assets and liabilities:
Change in automated teller machine vault cash                        (533,570)             14,652
Change in accounts receivable                                        (527,768)           (221,546)
Change in inventory                                                  (106,336)                  -
Change in prepaid expenses and other current assets                  (301,543)           (448,332)
Change in other assets                                                160,867              11,197
Change in accounts payable and accrued liabilities                    257,469              42,582
Change in automated teller machine vault cash payable                 533,570             (14,652)

                                                               ---------------    ----------------
Net cash provided by operating activities                             673,027             204,257
                                                               ---------------    ----------------

Cash flows from investing activities:
Purchase of fixed assets                                           (1,086,383)           (772,919)
Note receivable issued for loan                                             -             (99,895)
Purchase of contracts                                                 (40,857)         (3,956,370)
                                                               ---------------    ----------------
Net cash used in investing activities                              (1,127,240)         (4,829,184)
                                                               ---------------    ----------------

Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs         671,533           7,113,068
Proceeds from notes payable                                            41,810                   -
Borrowings from bank notes                                            250,000                   -
Payment on bank notes                                                (312,500)                  -
Principal payments on notes payable                                         -             (15,195)
Principal payments on notes payable - related parties                       -            (120,700)
Principal payments on capital lease obligations                      (274,760)            (10,826)
                                                               ---------------    ----------------
Net cash provided by financing activities                             376,083           6,966,347
                                                               ---------------    ----------------

Increase/(decrease) in cash                                           (78,130)          2,332,421

Cash, beginning of period                                             496,823           1,832,079

                                                               ---------------    ----------------
Cash, end of period                                                 $ 418,693         $ 4,164,500
                                                               ===============    ================
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements
<PAGE>

<TABLE>
<CAPTION>
                                                                        Six months ended June 30,
                                                                               2005     2004
<S>                                                                     <C>             <C>
Issuance of 86,025 shares of common stock related to finder's
fee for acquisition of common stock.                                    $     -         $   107,532

Issuance of 2,570,697 shares of common stock related to exchange of
exercise of cashless warrants at $0.50                                  $     -         $ 1,285,349

Transfer of used ATM's, originally held for rental, from fixed assets
to inventory, now held for sale                                         $     -         $   194,584

Capital leases paid to vendor for ATM purchses                          $ 1,179,478     $     -
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements
<PAGE>

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2005
                                   (UNAUDITED)


1.    BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with Securities and Exchange Commission
      requirements for interim financial statements. Therefore, they do not
      include all of the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. These condensed consolidated financial statements
      should be read in conjunction with the Form 10-KSB for the year ended
      December 31, 2004 of Global Axcess Corp ("the Company").

      The interim condensed consolidated financial statements present the
      condensed consolidated balance sheet, statements of operations, and cash
      flows of Global Axcess Corp and its subsidiaries. The condensed
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America.

      The interim condensed consolidated financial information is unaudited. In
      the opinion of management, all adjustments necessary to present fairly the
      financial position as of June 30, 2005 and the results of operations and
      cash flows presented herein have been included in the condensed
      consolidated financial statements. Interim results are not necessarily
      indicative of results of operations for the full year.

2.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Description of Business
      Global Axcess Corp, through its wholly owned subsidiaries, is a
      network-based electronic commerce and transaction processing company; an
      automated teller machine ("ATM") network and processing consolidator; and
      a web-based solutions company to provide financial services to the
      un-banked customer, such as payroll distribution products, money transfer
      and pre-paid products/services.

      Use of Estimates
      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

      1 for 5 Reverse Stock Split

      In April 2005, the Board of Directors authorized a 1 for 5 reverse stock
      split. All share and per share amounts in the accompanying consolidated
      financial statements and footnotes have been restated to give effect to
      such reverse stock split.

      Allowance and Amortization for Assets

      On the Balance Sheet as of June 30, 2005 the Company reserved $35,983 as
      an allowance for bad debt against the trade receivables of $668,312.

<PAGE>
      As of June 30, 2005 the Company has accumulated amortization totaling
      $201,762 against intangible assets totaling $4,291,546.

      Earnings Per Share
      Basic net income per share is computed based on the weighted average
      number of common shares outstanding during the period. Diluted net income
      per common share is computed based on the weighted average number of
      common shares outstanding during the period increased by the effect of
      dilutive stock options and stock purchase warrants using the treasury
      stock method. The calculation of basic net income per common share and
      diluted net income per common share is presented below:


The computations for basic and diluted weighted average earnings per share are
as follows:

<TABLE>
<CAPTION>
                                                      Net Income      Weighted Average Shares      Earnings Per Share
                                                      (Numerator)      (Denominator)
<S>                                                   <C>                          <C>                  <C>
Three months ended June 30, 2004
Basic weighted average earnings per share:
Net income                                            $  366,123                   16,103,088           $    0.02
Diluted earnings per share:
Dilutive stock options & warrants                                                   9,078,663

                                                                     ------------------------
Net income plus assumed conversions                   $  366,123                   25,181,751           $    0.01
                                                                     ========================

Three months ended June 30, 2005
Basic weighted average earnings per share:
Net income                                            $  295,911                   18,211,986           $    0.02
Diluted earnings per share:
Dilutive stock options & warrants                                                     494,289

                                                                     ------------------------
Net income plus assumed conversions                   $  295,911                   18,706,275           $    0.02
                                                                     ========================

Six months ended June 30, 2004
Basic earnings per share:
Net Income                                            $  456,292                   14,310,608           $    0.03
Diluted earnings per share:
Dilutive stock options & warrants                                                   9,078,663

                                                                     ------------------------
Net Income plus assumed converstions                  $  456,292                   23,389,271           $    0.02
                                                                     ========================

Six months ended June 30, 2005
Basic earnings per share:
Net Income                                            $  474,828                   18,211,986           $    0.03
Diluted earnings per share:
Dilutive stock options & warrants                                                     494,289

                                                                     ------------------------
Net Income plus assumed converstions                  $  474,828                   18,706,275           $    0.03
                                                                     ========================
</TABLE>

Stock-based compensation - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on the date of the grant exceeds exercise price of the
stock option. For stock options and warrants issued to non-employees, the
Company applies SFAS No. 123, Accounting for Stock-Based Compensation, which
requires the recognition of compensation cost based upon the fair value of stock
options at the grant date using the Black-Scholes option pricing model.

<PAGE>
In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure".
SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123. In
December 2004, the FASB issued a revision to SFAS No. 123 called SFAS No. 123R,
which revises the adoption period and transition periods for all entities using
the fair value method and applying a modified prospective method for accounting
for employee stock options. The Company will be adopting SFAS 123R as
recommended for Small Business (SB) filers, as of December 15, 2005 for periods
subsequent to that date. Currently, the Company is applying SFAS 123R and the
modified prospective method for valuing the disclosures.


The following table represents the effect on net income and earnings per share
if the Company had applied the fair value based method and recognition
provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation", and the transition disclosure
provisions of SFAS No. 148, to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                                               For the Six Months Ended June 30,
                                                                                    2005            2004
<S>                                                                                 <C>             <C>
Net income, as reported                                                             $ 474,828        $ 456,292

Add: Stock-based employee compensation expense included in                           -
  reported income (loss), net of related tax effects
Deduct: Total stock-based employee compensation expense determined                  $ (41,988)      $ (564,449)
  under fair value based methods for all awards, net of related tax effects
                                                                               --------------------------------
Pro forma net income (loss)                                                         $ 432,840       $ (108,157)
                                                                               ================================

Net income/(loss) per common share

Basic income, as reported                                                              $ 0.02          $ (0.01)
Fully diluted income/ (loss), pro forma                                                $ 0.02          $ (0.01)
</TABLE>


3.    COMMITMENTS AND CONTINGENCIES

      Leased facilities - During March 2004, the Company extended the operating
      lease for its facilities under a non-cancelable operating lease for an
      additional 3 years expiring in March 2009. The agreement calls for an
      annual base rent of approximately $180,326 with an annual cost of living
      increase of 3%. Rent Expense during the six month period ending June
      30, 2005 and 2004 was $126,201 and $104,604, respectively.

      Future minimum rental payments required under the operating lease for the
      office facilities as of June 30, 2005 are as follows:


           remaining six months of 2005    $    125,924
           2006                                 257,674
           2007                                 258,605
           2008                                 209,713
           2009                                  35,476
                                           ------------
                                           $    887,392
                                           ============

In January 2005, the Company entered into a new loan agreement with ATM Networks
Inc. at an interest rate of 6.25% per annum for 2 years. The balance as of June
30, 2005 is $41,810 and is included in notes payable current.

<PAGE>
      Capital lease obligations - During the three month period ending June 30,
2005 the Company entered into capital lease obligations as follows:

Capital leases entered into during the three month period ending June 30, 2005
maturing in 36 to 60 months with various rates from 5.99% to 12% totaling
$556,820 as of June 30, 2005.

      Future minimum lease payments required for under capital lease obligations
      as of June 30, 2005 are as follows:

      Remaining six months of 2005             $460,732
      2006                                      871,554
      2007                                      731,527
      2008                                      494,644
      2009                                      320,766

            Total capital lease obligations  $2,879,223
                                             ----------


      Legal proceedings - As of June 30, 2005, the Company has accrued legal
costs of $54,000 related to various legal proceedings.

There are no new significant pending or threatened litigation or legal
proceedings since December 31, 2004.

The Company has also entered into a letter of intent to acquire approximately
1500 ATM merchant contracts, contingent upon due diligence and funding of the
acquisition. Terms of the acquisition are confidential and will be disclosed
when the transaction is completed.

The Company is evaluating various strategic opportunities with regards to its
wholly owned subsidiaries.


4.    CHANGES IN STOCKHOLDERS' EQUITY

In April 2005, the Board of Directors authorized a 1 for 5 reverse stock split.
All share and per share amounts in the accompanying consolidated financial
statements and footnotes have been restated to give effect to such reverse stock
split.

See the table below for all the equity transactions for the three month period
ending June 30, 2005:

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                   Total
                                                                         Additional     Deferred                   Stock-
                                                Common Stock             Paid-in        Offering     Accumulated   holders'
                                                Shares        Amount     Capital        Costs        Deficit       Equity
 <S>                                              <C>            <C>        <C>           <C>       <C>             <C>
Balance, March 31, 2005                           18,199,951     18,200     18,923,057    12,500)   (4,894,707)     14,034,050

 Stock options exercised in April 2005
 excercised at $1.30 per share                           950          1          1,234      --            --              1,235

 Reacquired treasury stock from odd
   shares from erse split                               (186)      --             (279)     --            --               (279)

 Legal costs associated with 5 for
   1 reverse split                                       --        --           (2,000)     --            --             (2,000)

 Common stock options issued to consultants
 for services  relating to investing activities          --        --           32,196      --            --             32,196

Additional common stock shares issued
to broker  from authorized shares
after 1 for 5 stock split                                 21       --             --        --            --               --

 Stock otions exercised in June 2005
 excercised at $.35 per share                          1,250          1            436      --            --                437

 Deferred offering costs reclassed to
 APIC from March closing                                 --        --          (12,500)   12,500          --               --

 Issuance of common stock to consultants for
 options, exercised at $.75 per share                 10,000         10          7,490      --            --              7,500

 Net Income                                              --        --             --        --         295,911          295,911

                                                  -------------------------------------------------------------------------------
 Balance as of June 30, 2005                      18,211,986     18,212     18,949,634      --      (4,598,796)      14,369,050
                                                  ===============================================================================
</TABLE>

Item  2. Management's Discussion and Analysis or Plan of Operation


The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto.

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis or Plan of
Operation". You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-QSB that have been or are to be filed in 2005.
When used in this report, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "targets," "estimates," "looks for," "looks to,"
and similar expressions are generally intended to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this Quarterly Report on Form
10-QSB. We undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of
this document.

<PAGE>
Summary

Global Axcess Corp (the "Company"), through its wholly owned subsidiaries, owns
and operates Automatic Teller Machines ("ATM") with locations primarily in the
eastern United States of America. Our revenues are principally derived from two
types of fees, which we charge for processing transactions on our ATM network.
We receive an interchange fee from the issuer of the credit or debit card for
processing a transaction when a cardholder uses an ATM in our network. In
addition, in most cases we receive a surcharge fee from the cardholder when the
cardholder makes a cash withdrawal from an ATM in our network.

Interchange fees are processing fees that are paid by the issuer of the credit
or debit card used in a transaction. Interchange fees vary for cash withdrawals,
balance inquiries, account transfers or uncompleted transactions, the primary
types of transactions that are currently processed on ATMs in our network. The
maximum amount of the interchange fees is established by the national and
regional card organizations and credit card issuers with whom we have a
relationship. We receive interchange fees for transactions on ATMs that we own,
but sometimes we rebate a portion of the fee to the owner of the ATM location
under the applicable lease for the ATM site. We also receive the interchange fee
for transactions on ATMs owned by third party vendors included within our
network, but we rebate all or a portion of each fee to the third party vendor
based upon negotiations between us. The interchange fees received by us vary
from network to network and to some extent from issuer to issuer, but generally
range from $0.15 to $0.55 per cash withdrawal. Interchange fees for balance
inquiries, account transfers and denied transactions are generally substantially
less than fees for cash withdrawals. The interchange fees received by us from
the card issuer are independent of the service fees charged by the card issuer
to the cardholder in connection with ATM transactions. Service fees charged by
card issuers to cardholders in connection with transactions through our network
range from zero to as much as $2.50 per transaction. We do not receive any
portion of these service fees.

In most markets we impose a surcharge fee for cash withdrawals. Surcharge fees
are a substantial additional source of revenue for us and other ATM network
operators. The surcharge fee for ATMs in our network ranges between $1.50 and
$2.50 per withdrawal. The surcharge fee for other ATMs in our network ranges
between $0.50 and $7.50 per withdrawal. We receive the full surcharge fee for
cash withdrawal transactions on ATMs that we own, but often we rebate a portion
of the fee to the owner of the ATM location under the applicable lease for the
ATM site. We also receive the full surcharge fee for cash withdrawal
transactions on ATMs owned by third party vendors included within our network,
but we rebate all or a portion of each fee to the third party vendor based upon
a variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.

In addition to revenues derived from interchange and surcharge fees, we also
derive revenues from providing network management services to third parties
owning ATMs included in our ATM network. These services include 24 hour
transaction processing, monitoring and notification of ATM status and cash
condition, notification of ATM service interruptions, in some cases, dispatch of
field service personnel for necessary service calls and cash settlement and
reporting services. The fees for these services are paid by the owners of the
ATMs.

Interchange fees are credited to us by networks and credit card issuers on a
monthly basis and are paid to us in the following month between the 10th and
15th business day. Surcharge fees are charged to the cardholder and credited to
us by networks and credit card issuers on a daily basis. We periodically rebate
the portion of these fees owed to ATM owners and owners of ATM locations. Fees
for network management services are generally paid to us on a monthly basis.

<PAGE>
The Company's mission is to become a leading global ATM network and services
provider through network acquisition and internal development of value-added
turnkey, consumer and business-to-business transaction solutions and products.
The Company is positioning itself to leverage its advanced technology, internal
processing, economies of scale and industry knowledge to capture a larger
portion of the non-bank ATM market. Importantly, having both project management
and transaction processing allows the Company to successfully compete in its
industry. Most competitors do not have this vertical capability. When coupled
with third-party products, the Company will be in a position to increase the
financial services offered by the ATM. These future financial and digital-based
products will be targeted towards the traditional ATM customer (domestically,
15% of the working population do not use traditional bank services/checking
accounts), as well as potential new ATM customers. These products are intended
to give the Company a competitive edge in both product offerings and higher
margin revenues, and to draw ATM companies to its acquisition strategy. Although
the Company has historically focused its operations mainly in the Eastern region
of the United States of America, the Company has commenced expansion of its
operations throughout the United States of America.


Critical Accounting Policies

The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend our business activities. To aid
in that understanding, management has identified our "critical accounting
policies". When more than one accounting principle, or the method of its
application, is generally accepted, management selects the principle or method
that is appropriate in the specific circumstances. Application of these
accounting principles requires our management to make estimates about the future
resolution of existing uncertainties. As a result, actual results could differ
from these estimates. Accordingly, these policies have the potential to have a
significant impact on our consolidated financial statements, either because of
the significance of the consolidated financial statement item to which they
relate, or because they require judgment and estimation due to the uncertainty
involved in measuring, at a specific point in time, events which are continuous
in nature.

In preparing these consolidated financial statements, management has made its
best estimates and judgments of the amounts and disclosures included in the
consolidated financial statements. Except as separately discussed, we do not
believe there is a great likelihood that materially different amounts would be
reported under different conditions or by using different assumptions pertaining
to the accounting policies described below.

Revenue Recognition Policies. We recognize revenues as ATM cardholders use ATMs
or as services are rendered to customers. When the customer accepts the
convenience fee, also known as surcharge fees, and performs a transaction on the
ATM, revenue can then be recognized since that transaction is then captured by
the Company's database. In connection with recording revenue, estimates and
assumptions are required in determining the expected conversion of the revenue
streams to cash collected. The reserve estimation process requires that
management make assumptions based on historical results, future expectations,
the industry's economic and competitive environment, changes in the
creditworthiness of our customers, and other relevant factors. Revenues are also
adjusted with positive and negative processing accruals occurring in the
operation of the Company's ATM network in the ordinary course of business. It is
the policy of the Company to book as revenue all surcharge and interchange it
receives, whether for its owned ATMs or for those it manages. In the case of
managed ATMs, the Company then books as a commission all monies paid to the
owners of the ATMs. Where the Company provided only processing services through
it's wholly owned subsidiary, EFT Integration, the Company only records the fees
it charges to its customers as revenue. During consolidation of the financial
statements the Company eliminates the revenue earned by EFT Integration for the
processing of Company owned or managed ATMs. Surcharge fees are fees assessed
directly to the consumer utilizing the ATM terminals owned by the Company. The
surcharge fees assessed range from $1.50 to $2.50 based upon a cash withdrawal
transaction from the ATM terminals.

<PAGE>
Interchange fees are fees assessed directly to the card issuer of the consumer.
The interchange fees are comprised of two fees: (1) an interchange fee ranging
from approximately $0.40 to $0.55 based upon each cash withdrawal transaction;
and (2) an interchange fee ranging from approximately $0.15 to $0.25 based upon
an account inquiry by the consumer.

Processing fees are earned by EFT Integration (EFTI), a wholly owned subsidiary
of the Company, for the switching of transactions between the ATMs and the
cardholders bank(s). The processing fees earned by EFTI for the switching of
transactions for Nationwide Money Services, Inc.'s ATMs are eliminated at time
of consolidation. However, EFTI switches transactions for companies other than
Nationwide Money Services.

Management fees are charged to various companies or individuals that use the
services of Nationwide Money Services to operate their ATMs. These fees are for
services such as cash management, project management and account management.

Software sales and services are recorded when complete, shipped and invoiced.

Allowance of Uncollectible Accounts Receivable. Merchants and investors have
been historically billed for reimbursable expenses of the Company as part of
negotiated contracts. The accounts receivable, for these reimbursed expense
invoices, have been historically reduced by an allowance for amounts that may
become uncollectible in the future. The Company reviews the accounts receivable
on a regular basis to determine the collectability of the accounts. The Company
reserves for accounts that have aged over 90 days and are no longer an active
account.

Equipment. ATM equipment comprises a significant portion of our total assets.
Changes in technology or changes in our intended use of these assets may cause
the estimated period of use or the value of these assets to change. We perform
annual internal studies to confirm the appropriateness of estimated economic
useful lives for each category of current equipment. Estimates and assumptions
used in setting depreciable lives require both judgment and estimates.

Goodwill. In July 2001, the FASB issued SFAS No. 142, 'Goodwill and Other
Intangible Assets,' which was required to be adopted for fiscal 2002. SFAS No.
142 established accounting and reporting standards for goodwill and intangible
assets resulting from business combinations. SFAS No. 142 included provisions
discontinuing the periodic amortization of, and requiring the assessment of the
potential impairments of, goodwill (and intangible assets deemed to have
indefinite lives). As SFAS No. 142 replaced the measurement guidelines for
goodwill impairment, goodwill not considered impaired under previous accounting
literature may be considered impaired under SFAS No. 142. SFAS No. 142 also
required that the Company complete a two-step goodwill impairment test. The
first step compared the fair value of each reporting unit to its carrying
amount, including goodwill. If the fair value of a reporting unit exceeded its
carrying amount, goodwill is not considered to be impaired and the second step
was not required. SFAS 142 required completion of this first step within the
first three months of initial adoption and annually thereafter. If the carrying
amount of a reporting unit exceeded its fair value, the second step is performed
to measure the amount of impairment loss. The second step compared the implied
fair value of goodwill to the carrying value of a reporting unit's goodwill. The
implied fair value of goodwill is determined in a manner similar to accounting
for a business combination with the allocation of the assessed fair value
determined in the first step to the assets and liabilities of the reporting
unit. The excess of the fair value of the reporting unit over the amounts
assigned to the assets and liabilities is the implied fair value of goodwill.
This allocation process was only performed for purposes of evaluating goodwill
impairment and did not result in an entry to adjust the value of any assets or
liabilities. An impairment loss is recognized for any excess in the carrying
value of goodwill over the implied fair value of goodwill.

<PAGE>
Asset Impairment. The Company reviews long-lived assets for impairment under
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. Long-lived assets to
be disposed of are reported at the lower carrying amount or fair value less cost
to sell. During the year ended December 31, 2004, the Company determined that
there were no long-lived assets that were impaired.

Intangible assets with finite lives are stated at cost, net of accumulated
amortization, and are subject to impairment testing under certain circumstances
in accordance with SFAS No. 144 and other applicable pronouncements. These
assets are amortized on the straight-line and accelerated methods, as
appropriate, over their estimated useful lives or period of expected benefit.
Intangible assets with indefinite lives are subject to periodic impairment
testing in accordance with SFAS No. 142.

Comparison of Results of Operations for the Three Months Ended June 30, 2005 and
2004

Revenues. The Company reported total revenue of $5,437,811 for the three month
period ended June 30, 2005 as compared to $3,112,230 for the three month
period ended June 30, 2004. During the six month periods ended June 30, 2005 and
2004 the revenues increase to $10,155,647 from $5,912,711, respectively. This
increase in the three and six month revenues are mainly due to higher surcharge
and interchange revenue from acquired ATM merchant locations and increased
organic sales of ATMs.

Cost of Revenues. Our total cost of revenues increased from $1,727,311 to
$3,024,084 in the three month periods ended June 30, 2004 and 2005,
respectively. During the six month periods ended June 30, 2005 and 2004, the
cost of revenues increased to $5,728,523 from $3,304,979, respectively. Both the
continued growth in our Branded Partners and the acquisition during fiscal year
2004 have had a significant impact on the level of the cost of revenues for the
three and six month periods ending June 30, 2005.

Gross Margin. Gross profit as a percentage of revenue for the three month
periods ended June 30, 2005 and 2004 were 44.4% or $2,413,727 and 44.5% or
$1,384,919, respectively. During the six month periods ended June 30, 2005 and
2004, the gross margins increased to $4,427,124 from $2,607,732, respectively.
There was a significant increase in the three month and six month periods ending
June 30, 2005 due to higher number of ATMs in place since December 2004,
approximately 3,500; compared to the same three and six month periods ending
June 30, 2004, with approximately 2,400.

Operating Expenses. Our total operating expenses for the three months ended June
30, 2005 and 2004, were $1,966,512 and $1,224,827, respectively. During the six
month periods ended June 30, 2005 and 2004, the operating expenses increased to
$3,679,450 from $2,336,330, respectively. The principal components of operating
expenses are professional fees, administrative salaries and benefits,
depreciation and amortization, consulting fees, occupancy costs, sales and
marketing expenses and administrative expenses. The increase during the three
months ended June 30, 2005 is mainly attributable to investment by the Company
into three of its subsidiaries; Electronic Payment and Transfer, Corp., Cash
Axcess Corp. and Axcess Technology, Corp. The operating investments in these
subsidiaries made up for approximately 76% of the increase from the three months
ended June 30, 2004. There were also increases in investment relations, security
systems costs, audit and professional fees, salaries and wages, employee taxes
and benefits during the three and six month periods ending June 30, 2005 as
compared to the three and six month periods ended June 30, 2004. There was also
an increase in depreciation and amortization due to the acquisitions of ATM
merchant contracts during fiscal year 2004, and from other assets purchased
during fiscal year 2004.

<PAGE>
Income from Operations. We had income from operations for the three month period
ending June 30, 2005 in the amount of $447,215 as compared to income from
operations of $160,092 in the three month period ending June 30, 2004. During
the six month periods ended June 30, 2005 and 2004, the income from operations
increased significantly to $747,674 from $271,402, respectively. The increase in
income from operations reported was mainly due to higher revenues noted above.

Other Income and expense. In 2004 other income was mainly from the settlement of
a lawsuit, the Company was able to return 380,000 shares of common stock to
treasury at a market value of $0.80 per share. During the three months ended
June 30, 2005, there was $2,198 of other income compared to none for the three
month period ending June 30, 2004.

Interest Expense. Interest expense increased for the three month period ending
June 30, 2005 to $153,502 from $42,969 for the three month period ending July
30,2004. During the six month periods ended June 30, 2005 and 2004, the interest
expense increased to $275,044 from $64,110, respectively. The increase was
mainly due to fees charged on loans and leases, for purchases of acquisitions
and new ATMs, amortized during the three and six month periods ended June 30,
2005.

Income before Taxes. We had a net income before taxes of $295,911 for the three
months ended June 30, 2005 as compared to net income before taxes of $366,123
for the three month periods ending June 30, 2004. During the six month periods
ended June 30, 2005 and 2004, income before taxes increased to $474,828 from
$456,292, respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
June 30, 2005 and 2004. This was a result of a net operating loss
carry-forward from 2002 of approximately $7,000,000. We have unused operating
loss carry forwards which will expire in various periods through 2022.


LIQUIDITY AND CAPITAL RESOURCES

Working Capital. As of June 30, 2005, the Company had current assets of
$4,141,598 and current liabilities of $4,809,834, which results in a negative
working capital of $668,236, as compared to current assets of $2,750,511 and
current liabilities of $3,849,746 resulting in a negative working capital of
1,099,235 as of December 31, 2004. The ratio of current assets to current
liabilities increased to 0.86 at June 30, 2005 from 0.71 at December 31, 2004.
It is expected that cash provided from operations will be sufficient for the
next 12 months.

<PAGE>
Additional Funding Sources

We have funded our operations and investment activities from cash flow generated
by operations and financing activities. Net cash provided by operating
activities during the six month periods ending June 30, 2005 and 2004 was
$673,027 and 204,257, respectively. Net cash provided by operating activities in
the six month period ending June 30, 2005 consisted primarily of net income of
$474,828, depreciation and amortization of $701,308. Decreases in operating
assets over liabilities amounted to $517,310. The decrease in the operating
assets were mainly due to higher levels of accounts receivable and other assets
from the acquisition by $527,768 and 301,544, respectively, and increases in
accounts payable by $257,469.

The Company's sources of cash are adequate for the next 12 month's of
operations.

In order to fulfill its business plan and expand its business, the Company must
have access to funding sources that are prepared to make equity or debt
investments in the Company's securities.

In order to address this potential for growth, the Company has taken steps to
raise additional funds to finance its operations, including the potential for
making strategic acquisitions, which could better position the Company for
growth. Historically, the Company has relied primarily upon institutional
investors for this purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company has conducted
several private placement offerings with accredited investors.

The Company's ability to attract investors depends upon a number of factors,
some of which are beyond the Company's control. The key factors in this regard
include general economic conditions, the condition of ATM markets, the
availability of alternative investment opportunities and the Company's past
financial performance affecting the Company's current reputation in the
financial community.

The Company is continuing its efforts to raise additional capital through equity
or debt financings. To continue its current business plan and acquisition
strategy the Company estimates, it will require approximately $16,800,000 in
additional capital to meet its needs for the next 12 months for acquisitions and
such items as new ATM leases and software development.

The Company will require significant additional financing in the future in order
to satisfy its acquisition plan. To fund its continued growth the Company
intends to raise additional capital through debt and equity financings, however,
the Company cannot guarantee that it will be able to raise funding through these
types of financings. The need for additional capital to finance operations and
growth will be greater should, among other things, revenue or expense estimates
prove to be incorrect, particularly if additional sources of capital are not
raised in sufficient amounts or on acceptable terms when needed. Consequently,
the Company may be required to reduce the scope of its business activities until
other financing can be obtained.

The Company does not use its own funds for vault cash, but rather relies upon
third party sources. The Company in general rents the vault cash from financial
institutions and pays a negotiated interest rate for the use of the money. The
vault cash is never in the possession of, controlled or directed by the Company
but rather cycles from the bank, to the armored car carrier, and to the ATM.
Each days withdrawals are settled back to the owner of the vault cash on the
next business day. Both Nationwide Money and its customers (the merchants) sign
a document stating that the vault cash belongs to the financial institution and
that neither party has any legal rights to the funds. The required vault cash is
obtained under the following arrangements.

<PAGE>

      o     Palm Desert Bank. Nationwide Money Services has been using Palm
            Desert National Bank as a vault cash provider since April of 2001.
            This relationship was limited to the funding of a specific portfolio
            of ATMs and as a result limited the growth potential of the
            relationship. During the third quarter of 2002, Nationwide Money and
            Palm Desert initiated discussions to expand the relationship and for
            Palm Desert to provide vault cash for additional ATMs. As of June
            30, 2005, Nationwide Money had 105 ATMs funded by Palm Desert with a
            vault cash outstanding balance of about $3,000,000. In January 2003,
            we entered into an arrangement with Palm Desert allowing us to
            obtain up to $10,000,000 in vault cash. The Palm Desert Bank
            arrangement has a term of two years and may be terminated by Palm
            Desert Bank upon breach by us and upon the occurrence of certain
            other events. Under this arrangement, we are required to pay a
            monthly service fee on the outstanding amount equal to the prime
            rate of interest, plus a specified percentage, and must pay monthly
            "bank" fees. Additionally the Company is required to make a deposit
            with Palm Desert Bank in an amount determined by the outstanding
            balance. We are also required to maintain insurance on the vault
            cash.

      o     WSFS. On May 15, 2000, we entered into an arrangement with
            Wilmington Savings Fund Society ("WSFS") allowing us to obtain up to
            $2,000,000 in vault cash. In May 2002, we renewed the agreement with
            WSFS and increased the vault cash limit to $5,000,000 and the new
            contract has a month-to-month term. Due to added locations from our
            acquisitions we have increased the WSFS line as of June 30, 2005,
            to approximately $20,000,000. The WSFS contract may be terminated by
            WSFS at any time upon breach by us and upon the occurrence of
            certain other events. Under this arrangement, we are required to pay
            a monthly service fee on the outstanding amount equal to the prime
            rate of interest, plus a specified percentage, and must pay monthly
            "bank" and insurance fees. We are also required to maintain
            insurance on the vault cash.


      o     Various Branded Cash Partners. Nationwide Money has partnered with
            numerous banks and credit unions to market specific Nationwide ATMs
            to the cardholders of these institutions. We add signage and
            marketing material to the ATM so that the ATM is easily identified
            as being associated with the bank or credit union, and the
            cardholders of these institutions receive surcharge free
            transactions at the designated ATMs. This provides the bank or
            credit union additional marketing power and another point of access
            to funds for their cardholders. In return for this benefit, the bank
            or credit union, provide and manage the vault cash in the specified
            ATM(s), as well as provide and pay for cash replenishment and first
            line maintenance. The advantage to Nationwide Money is that this
            reduces the costs associated with vault cash, cash replenishment and
            first line by approximately 50%. Another advantage is that with a
            branded ATM, transactions volumes traditionally increase more than
            at a non-branded ATM. As of June 30, 2005 , Nationwide Money had 72
            branded partners, which funded over 600 ATMs in 8 states, with about
            $9.0 million in outstanding vault cash.

As a result of certain factors, our cash provided by operating activities has
increased from the six month period ending June 30, 2005, compared to the six
month period ending June 30, 2004. The Company is realizing more profit and a
higher level of depreciation/amortization, thus raising the cash from operations
by approximately $470,000. With this increase in operating cash flows we have
incurred additional demands on our available capital in connection with the
start-up expenses associated with our two new subsidiaries Axcess Technologies
Corp. and Electronic Payment & Transfer, Corp. The majority of the funds
remaining will be used to make acquisitions and fixed asset purchases.

<PAGE>
As any newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. We believe that future cash flow from
operations will be sufficient to fund operations and to allow us to continue to
explore and pursue expansion opportunities.

If cash flow from operations is not sufficient to fund our operations, we may be
required to seek additional sources of financing. If any of our existing
financing arrangements are terminated, or if we seek additional funding to
expand our ATM network, additional financing may not be available when needed or
may not be available on acceptable terms. In that event, our ability to maintain
and expand our ATM network may be adversely affected. The loss of one or more
sources of vault cash funding or the loss of additional customers could have a
material adverse effect on our business, results of operations and financial
condition. As always, we continue to look for new and alternative vault cash
sources.

Contractual Obligations. Our ability to fund our capital needs is also impacted
by our overall capacity to acquire favorable financing terms in our acquisition
of ATMs. Our contractual obligations, including commitments for future payments
under non-cancelable lease arrangements and short and long-term debt
arrangements, are summarized below. We do not participate in, nor secure
financings for, any unconsolidated, limited or special purpose entities. We
anticipate that our capital expenditures (outside of acquisitions) for fiscal
2005 will total approximately $1,800,000, primarily for the acquisition of ATMs
and related ATM installation costs. We lease ATMs under capital lease agreements
that expire between in 2006 and 2008 and provide for lease payments at interest
rates up to 14% per annum. See Note 8 to the Consolidated Financial Statements
in the Form 10KSB Annual Report.

Inflation

Impact of Inflation and Changing Prices. While subject to inflation, we were not
impacted by inflation during the past two fiscal years in any material respect.



Item  3. Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of June 30, 2005.
There was no change in our internal controls or in other factors that could
affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

<PAGE>

                           PART II - OTHER INFORMATION

Item  1. Legal Proceedings

From time to time, the Company is a party to litigation or other legal
proceedings that it considers to be a part of the ordinary course of its
business. The Company is not involved currently in legal proceedings that could
reasonably be expected to have a material adverse effect on its business,
prospects, financial condition or results of operations except as set forth
below. We may become involved in material legal proceedings in the future.

Item  2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item  3. Defaults Upon Senior Securities.

None.

Item  4. Submission of Matters to a Vote of Security Holders.

On May 12, 2005 the Company held its annual shareholders meeting. The following
items were discussed and voted upon:

      o     Elected six members to the Board of Directors; Messrs. Michael
            Dodak, David Fann, Georg Hochwimmer, Donald Headlund, Lock Ireland
            and Robert Landis.

      o     Approved the 2004 Stock Incentive Plan (the "2004 Incentive Plan")
            and authorized 10,500,000 shares of Common Stock for issuance,
            thereunder.

      o     Ratified the selection of Weinberg & Company, P.A. as our
            independent auditors for the fiscal year ending December 31, 2004

Item  5. Other Information.

Changes in Registrant's Certifying Accountant.

      On June 20, 2005, the Company notified Weinberg & Company, P.A.
("Weinberg"), its independent public accountants, that it was terminating its
services, effective as of that date. Further, on June 23, 2005, the Company
engaged Kirkland, Russ, Murphy & Tapp, P.A. ("Auditor") as its principal
independent accountant. This decision to engage Auditor was taken upon the
unanimous approval of the Board of Directors of the Company.

      During the last two fiscal years ended December 31, 2004 and December 31,
2003 and through June 20, 2005, (i) there were no disagreements between the
Company and Weinberg on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Weinberg would have caused Weinberg to make
reference to the matter in its reports on the Company's financial statements,
and (ii) Weinberg's report on the Company's financial statements did not contain
any adverse opinion, disclaimer of opinion, or modification or qualification of
opinion. During the last two most recent fiscal years ended December 31, 2004
and December 31, 2003 and through June 20, 2005, there were no reportable events
as the term described in Item 304(a)(1)(iv) of Regulation S-B.

      During the two most recent fiscal years and through June 23, 2005 the
Company has not consulted with Auditor regarding either:

      1.    the application of accounting principles to any specified
            transaction, either completed or proposed, or the type of audit
            opinion that might be rendered on the Company's financial
            statements, and neither a written report was provided to the Company
            nor oral advice was provided that Auditor concluded was an important
            factor considered by the Company in reaching a decision as to the
            accounting, auditing or financial reporting issue; or

<PAGE>
      2.    any matter that was either subject of disagreement or event, as
            defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

      The Company has received from Weinberg a letter addressed to the
Securities and Exchange Commission stating it agrees with the above statements.


Appointment of Robert Pearson to the Board of Directors


      On May 12, 2005, the Board of Directors of the Company voted to appoint
Robert C. Pearson as a director of the Company. At the time of such appointment,
there were no understandings or arrangements between Mr. Pearson and any other
person pursuant to which Mr. Pearson was selected as a director. Mr. Pearson
presently does not serve on any Company committee. Mr. Pearson may be appointed
to serve as a member of a committee although there are no current plans to
appoint Mr. Pearson to a committee as of the date hereof. Mr. Pearson does not
have any family relationship with any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer.
Additionally, Mr. Pearson has never entered into a transaction, nor is there any
proposed transaction, between Mr. Pearson and the Company.

Robert C. Pearson, age 69, joined RENN Capital Group in April 1997 and is Senior
Vice-President - Investments. RENN Capital Group serves as investment adviser
for Renaissance Capital Growth & Income Fund III, Inc., Renaissance U.S. Growth
Investment Trust PLC, and BFS U.S. Special Opportunities Trust PLC, which each
individually own approximately 5% of the Company's outstanding common stock of
the Company as well as common stock purchase warrants.

Amendment to Articles of Incorporation

      The Company filed a Certificate of Amendment to its Certificate of
Incorporation ("Amendment") with the Secretary of State of the State of Nevada
that was effective April 28, 2005. The Amendment was filed to effect a reverse
split of the issued and outstanding common shares of the Company whereby every
five shares of common stock held were exchanged for one share of common stock.
Any shareholder that holds a fractional shares as a result of the reverse split
will receive a cash payment in lieu of a fractional share. As a result, the
issued and outstanding shares of common stock were reduced from 90,999,755 prior
to the reverse split to 18,199,951 following the reverse stock split.

      In addition, the authorized capital of the Company was also reduced as a
result of the Amendment whereby the Company currently has 45,000,000 shares of
common stock and 5,000,000 shares of preferred stock authorized.


Item  6. Exhibits.


Exhibit Description

3.1   Amendment to the Certificate of Incorporation (incorporated by reference
      to the Form 8-K Current Report filed with the SEC on May 3, 2005)

<PAGE>
31.1  Certification of the Chief Executive Officer of Global Axcess Corp
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certification of the Chief Financial Officer of Global Axcess Corp
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification of the Chief Executive Officer of Global Axcess Corp
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification of the Chief Financial Officer of Global Axcess Corp
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as of
August 10, 2005 the Issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                              GLOBAL AXCESS CORP.

                              By: /s/ MICHAEL DODAK
                                  -----------------------------
                                  Michael Dodak
                                  Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 10th day of August, 2005.

Signature                  Title
------------------------   -------------------------------------------------
/s/Michael Dodak           CEO, Chairman
------------------------
Michael Dodak


/s/David Fann
------------------------
David Fann                 President, Secretary and Director


/S/ Don Headlund
------------------------
Don Headlund               Director


/S/ Lock Ireland
------------------------
Lock Ireland               Director


/S/ Robert Landis
------------------------
Robert Landis              Director


/S/ Georg Hochwimmer
------------------------
Georg Hochwimmer           Director


/S/ Robert Pearson
------------------------
Robert Pearson             Director


/S/ David Surette
------------------------
David Surette              Chief Financial Officer, Chief Accounting Officer