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  nine months  ended  September  30,  2003
                                       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
6  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 September 30, 2003, the Issuer had 37,538,148 shares outstanding of the
Common Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).
<PAGE>
<TABLE>
<CAPTION>

                           TABLE OF CONTENTS                                          Page No.

PART  I                FINANCIAL INFORMATION

<S>          <C>                                                                         <C>
  Item  1.  Financial Statements                                                          3
  Item  2.  Management's Discussion and Analysis or Plan of Operation                     14
  Item  3.  Controls and Procedures                                                       26

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                                             27
  Item  2.  Changes in Securities and Use of Proceeds.                                    27
  Item  3.  Defaults Upon Senior Securities.                                              27

  Item  4.  Submission of Matters to a Vote of Security Holders.                          27

  Item  5.  Other Information.                                                            27


  Item  6.  Exhibits and Reports on Form 8-K.                                             27

SIGNATURES                                                                                28
</TABLE>


EXHIBITS


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 2003.
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

                                       1
<PAGE>
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.

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.

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                   PAGE NO.

<S>                      <C>                                                          <C>
Financial statements

     Condensed consolidated balance sheet (Unaudited)                                  4

     Condensed consolidated statements of operations (Unaudited)                       5

     Condensed consolidated statements of cash flows (Unaudited)                       6

     Notes to condensed consolidated financial statements                              7

</TABLE>

                                       3
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS

Current assets
<S>                                                                  <C>
  Cash                                                              $196,787
  Automated teller machine vault cash                                274,602
  Accounts receivable, net                                           364,933
  Prepaid expense and other current assets                           161,016
                                                                  -----------
                       Total current assets                          997,338
Fixed assets, net                                                  1,437,715

Other assets
  Intangible assets, net                                           1,934,570
                                                                  -----------
Total assets                                                      $4,369,623
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued liabilities                          $776,657
  Automated teller machine vault cash payable                        274,602
  Due to related parties                                              26,652
  Notes payable-related parties - current portion                     21,176
  Notes Payable-current portion                                       13,624
  Capital lease obligations - current portion                         62,204
                                                                  -----------
                       Total current liabilities                   1,174,915

Long-term liabilities
  Notes payable-related parties - long-term portion                  311,217
  Note Payable - long-term portion                                    27,248
  Capital lease obligations - long-term portion                      119,002
                                                                  -----------
Total liabilities                                                  1,632,382
                                                                  -----------
Commitments and contingencies

Stockholders' equity
  Preferred stock $0.001 par value; 25,000,000 shares
                       authorized, no shares issued and
                       outstanding                                         -
  Common stock; $0.001 par value; 75,000,000 shares
     authorized, 37,548,148 shares issued and
     outstanding                                                      37,537
  Additional paid-in capital                                       8,975,462
  Common stock receivable                                            -17,500
  Accumulated deficit                                             -6,258,258
                                                                  -----------
                       Total stockholders' equity                  2,737,241
                                                                  -----------
Total liabilities and stockholders' equity                        $4,369,623
                                                                  ===========
</TABLE>

      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                            Three Months ended September   Nine Months ended September 30,
                                                        30,
                                           ------------------------------- ---------------------------------
                                                2003            2002            2003             2002
                                           --------------- --------------- ---------------- ----------------
<S>                                       <C>             <C>             <C>              <C>
Revenues                                   $    2,558,572  $    2,523,956  $     7,910,234  $     8,296,349
Cost of revenues                                1,545,269       1,434,340        4,879,898        5,669,210
                                           --------------- --------------- ---------------- ----------------
           Gross profit                         1,013,303       1,089,616        3,030,336        2,627,139
                                           --------------- --------------- ---------------- ----------------
Operating expenses

           Depreciation and amortization          198,165         295,386          593,734          866,880
           General and administrative             701,159         766,644        2,314,337        1,978,986
                                           --------------- --------------- ---------------- ----------------
                       Total operating
                       expenses                   899,324       1,062,030        2,908,071        2,845,866
                                           --------------- --------------- ---------------- ----------------

Income/(Loss) from operations                     113,979          27,586          122,265         (218,727)
                                           --------------- --------------- ---------------- ----------------
Other income (expense)

           Debt cancellation                            -               -          261,023                -
           Contingent reserve                      50,000               -          (90,000)               -
           Vendor reimbursement                         -               -                -          282,500
           Loss on sale of fixed assets                 -               -                -          (32,956)
           Other income                                 -          27,375                -           27,375

           Interest expense                       (17,388)        (34,358)         (66,935)         (54,512)
                                           --------------- --------------- ---------------- ----------------
             Total other income (expense)          32,612          (6,983)         104,088          222,407
                                           --------------- --------------- ---------------- ----------------


Income before provision for income taxes          146,591          20,603          226,353            3,680

Provision for income (tax) benefit                      -          (8,000)          39,000           (1,000)
                                           --------------- --------------- ---------------- ----------------
Net income                                 $      146,591  $       12,603  $       265,353  $         2,680
                                           =============== =============== ================ ================

Basic and diluted income per common share  $         0.00  $         0.00  $          0.01  $          0.00
                                           =============== =============== ================ ================

Basic and diluted weighted average
           common shares outstanding           36,392,489      23,617,481       30,995,280       21,621,886
                                           =============== =============== ================ ================
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     Nine months ended September 30,
                                                                                  --------------------------------------
                                                                                       2003                 2002
                                                                                  ----------------    ------------------

Cash flows from operating activities:
<S>                                                                              <C>                  <C>
              Net Income                                                          $       265,353      $          2,680
              Adjustments to reconcile net income to net
               cash provided by operating activities:
                          Debt cancellation                                              -261,023                     -
                          Deferred Tax benefit                                            -39,000
                          Stock based compensation                                              -                95,971
                          Depreciation and amortization                                   593,734               866,880
                          Loss on sale of fixed assets                                          -                32,956
              Changes in operating assets and liabilities:
                          Change in automated teller machine vault cash                   -10,899             1,867,309
                          Change in accounts receivable, net                             -100,839                81,268
                          Change in prepaid expense and other current assets              -34,175                     -
                          Change in other assets                                           42,185               -32,579
                          Change in accounts payable and accrued liabilities             -331,933              -260,957
                          Change in automated teller machine vault cash payable            10,899            -1,867,309
                                                                                  ----------------    ------------------
                                        Net cash provided by operating                    134,302               786,218
                                        activities

Cash flows from investing activities:
              Purchase of fixed assets                                                   -234,957              -144,073
              Proceeds from sale of fixed assets                                                -                65,950
                                                                                  ----------------    ------------------
                                        Net cash (used in) investing activities          -234,957               -78,123

Cash flows from financing activities:
              Proceeds from issuance of common stock, net of fees                         589,249                   675
              Proceeds from borrowing related parties                                           -               100,000
              Principal payments on due to related parties                               -140,795               (49,387)
              Principal payments on notes payable-related parties                        -120,717               -44,500
              Principal payments on notes payable                                         -30,711               -39,738
              Principal payments on capital lease obligations                            -116,152              -744,947
                                                                                  ----------------    ------------------
                                        Net cash provided by (used in)                    180,874              -777,897
                                        financing activities
                                                                                  ----------------    ------------------
Net increase (decrease) in cash                                                            80,219               -69,801
Cash, beginning of period                                                                 116,568               255,022
                                                                                  ----------------    ------------------
Cash, end of period                                                                    $  196,787            $  185,221
                                                                                  ================    ==================
</TABLE>
                                       6
<PAGE>
<TABLE>
<CAPTION>
Supplemental disclosure of cash flow information:

<S>                                                                                      <C>                    <C>
              Cash paid for income taxes                                                        -                     -
                                                                                  ================    ==================
              Cash paid for interest                                              $        55,935     $          55,839
                                                                                  ================    ==================
Supplemental schedule of non-cash investing and financing activities:
              Issuance of 3,961,166 shares of common stock in satisfaction of
                          due to related parties                                                -     $         514,951
                                                                                  ================    ==================
              Issuance of 80,000 shares of common stock in satisfaction of
                          stock payable                                                         -     $          38,400
                                                                                  ================    ==================
              Issuance of 37,299 shares of common stock in satisfaction of
                          account payable                                                       -     $           4,364
                                                                                  ================    ==================
              Cancellation of 300,000 shares of common stock
                          previously issued                                                     -     $             300
                                                                                  ================    ==================
              Issuance of 80,000 shares of common stock for
                          purchase of software                                                  -     $          14,400
                                                                                  ================    ==================
              Cancellation of 1,020,000 shares of common stock
                          previously issued                                                     -     $           1,020
                                                                                  ================    ==================
              Cancellation of 655,000 shares of common stock
                          previously issued                                       $           655                     -
                                                                                  ================    ==================
              Issuance of 1,000,000 shares of common stock in exchange for
                          cancellation of due to related party debt               $        50,000                     -
                                                                                  ================    ==================
              Issuance of 1,000,000 warrants in exchange for
                          cancellation of due to related party debt               $        45,000                     -
                                                                                  ================    ==================

              Debt cancellation of notes payable related parties                  $       243,981                     -
                                                                                  ================    ==================

              Debt cancellation of notes payable                                  $        17,042                     -
                                                                                  ================    ==================
</TABLE>
      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       7
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED



1.   BASIS OF PRESENTATION

     The accompanying un-audited 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, 2002 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 un-audited. In
     the opinion of management, all adjustments necessary to present fairly the
     financial position as of September 30, 2003 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.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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.


     Earnings Per Share
     Basic earnings (loss) per share exclude any dilutive effects of options,
     warrants and convertible securities. Basic earnings (loss) per share is
     computed using the weighted-average number of outstanding common stocks
     during the applicable period. Diluted earnings per share is computed using
     the weighted average number of common and common stock equivalent shares
     outstanding during the period. Common stock equivalent shares are excluded
     from the computation if their effect is antidilutive.

     Reclassifications
     Certain prior year balances have been reclassified to conform to the
     current year presentation.

                                       8
<PAGE>
     Stock-Based Employee 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 the 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.

     The following table represents the effect on net loss and loss 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", to stock-based employee
     compensation:
<TABLE>
<CAPTION>
                                                                      Nine months ended September 30,
                                                                           2003            2002
                                                                       -------------  -------------
<S>                                                                    <C>             <C>
                  Net Income, as reported                              $    265,353    $     2,680
                  Deduct: Stock-based employee compensation
                   expense included in reported loss,
                   net of related tax effects                                    --             --
                  Add: Total stock-based employee
                   compensation expense determined under
                   fair value based methods for all awards,
                   net of related tax effects                             (150,169)       (474,000)
                                                                       -------------  -------------
                  Pro forma net income/(loss)                          $   115,169     $  (471,320)
                                                                       =============  =============

                  Net loss per common share
                   Basic and diluted income/(loss), as reported        $      0.01     $     (0.00)
                                                                       =============   ============
                   Basic and diluted income/(loss), pro forma          $      0.00     $     (0.02)
                                                                       =============  =============
</TABLE>
     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. The Company is currently evaluating SFAS No. 148 to
     determine if it will adopt SFAS No. 123 to account for employee stock
     options using the fair value method and, if so, when to begin transition to
     that method.

     Recent Accounting Pronouncements

     In January 2003, The FASB issued Interpretation No. 46, "Consolidation of
     Variable Interest Entities", an interpretation of Accounting Research
     Bulletin ("ARB") No. 51, "Consolidated Financial Statements".
     Interpretation No. 46 addresses consolidation by business enterprises of
     variable interest entities, which have one or both of the following
     characteristics: (i) the equity investment at risk is not sufficient to
     permit the entity to finance its activities without additional subordinated
     support from other parties, which is provided through other interest that
     will absorb some or all of the expected losses of the entity; (ii) the
     equity investors lack one or more of the following essential
     characteristics of a controlling financial interest: the direct or indirect
     ability to make decisions about the entities activities through voting
     rights or similar rights; or the obligation to absorb the expected losses
     of the entity if they occur, which makes it possible for the entity to
     finance its activities; the right to receive the expected

                                       9
<PAGE>
     residual returns of the entity if they occur, which is the compensation for
     the risk of absorbing the expected losses.

     Interpretation No. 46 also requires expanded disclosures by the primary
     beneficiary (as defined) of a variable interest entity and by an enterprise
     that holds a significant variable interest in a variable interest entity
     but is not the primary beneficiary. Interpretation No. 46 applies
     immediately to variable interest entities created after January 31, 2003,
     and to variable interest entities in which an enterprise obtains an
     interest after that date. It applies in the first fiscal year or interim
     period beginning after June 15, 2003, to variable interest entities in
     which an enterprise holds a variable interest that it acquired before
     February 1, 2003. Interpretation No. 46 may be applied prospectively with a
     cumulative-effect adjustment as of the date on which it is first applied or
     by restating previously issued financial statements for one or more years
     with a cumulative-effect adjustment as of the beginning of the first year
     restated.

     In June 2003, the FASB issued an Exposure Draft for proposed SFAS entitled
     "Qualifying Special Purpose Entities ("QSPE") and Isolation of transferred
     Assets", an amendment of SFAS No. 140 ("The Exposure Draft"). The Exposure
     Draft is a proposal that is subject to change and as such, is not yet
     authoritative. If the proposal is enacted in its current form, it will
     amend and clarify SFAS 140. The Exposure Draft would prohibit an entity
     from being a QSPE if it enters into an agreement that obliged a transferor
     of financial assets, its affiliates, or its agents to deliver additional
     cash or other assets to fulfill the special-purposes entity's obligation to
     beneficial interest holders.


     In April 2003, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
     Statement 133 on Derivative Instruments and Hedging Activities". SFAS No.
     149 amends and clarifies financial accounting and reporting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts (collectively referred to as derivatives) and for hedging
     activities under SFAS No. 133, "Accounting for Derivative Instruments and
     Hedging Activities". The changes in SFAS No. 149 improve financial
     reporting by requiring that contracts with comparable characteristics be
     accounted for similarly. This statement is effective for contracts entered
     into or modified after June 30, 2003 and all of its provisions should be
     applied prospectively.

     In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS No. 150 changes the accounting for certain financial instruments with
     characteristics of both liabilities and equity that, under previous
     pronouncements, issuers could account for as equity. The new accounting
     guidance contained in SFAS No. 150 requires that those instruments be
     classified as liabilities in the balance sheet.

     SFAS No. 150 affects the issuer's accounting for three types of
     freestanding financial instruments. One type is mandatory redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets. A second type includes put options and forward
     purchase contracts, which involve instruments that do or may require the
     issuer to buy back some of its shares in exchange for cash or other assets.
     The third type of instruments that are liabilities under this Statement is
     obligations that can be settled with shares, the monetary

                                       10
<PAGE>
     value of which is fixed, tied solely or predominantly to a variable such as
     a market index, or varies inversely with the value of the issuers' shares.
     SFAS No. 150 does not apply to features embedded in a financial instrument
     that is not a derivative in its entirety.

     Most of the provisions of SFAS No. 150 are consistent with the existing
     definition of liabilities in FASB Concepts Statement No. 6, "Elements of
     Financial Statements". The remaining provisions of this Statement are
     consistent with the FASB's proposal to revise that definition to encompass
     certain obligations that a reporting entity can or must settle by issuing
     its own shares. This Statement shall be effective for financial instruments
     entered into or modified after May 31, 2003 and otherwise shall be
     effective at the beginning of the first interim period beginning after June
     15, 2003, except for mandatory redeemable financial instruments of a
     non-public entity, as to which the effective date is for fiscal periods
     beginning after December 15, 2003.

     Management does not believe the adoption of these statements will have a
     material effect on the Company's consolidated financial position or results
     of operations.


3. COMMITMENTS AND CONTINGENCIES

     Leased facilities - During March 2003, the Company renewed the operating
     lease for its facilities under a non-cancelable operating lease. 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 nine month
     period ending September 30, 2003 and 2002 was $120,292 and $89,423,
     respectively.

         Future minimum rental payments required under the operating lease for
         the office facilities as of September 30, 2003, are as follows:

         October 1, 2003 through December 31, 2003        $         45,083
         2004                                                      184,383
         2005                                                      189,915
         2006                                                       47,827
                                                          ----------------

                                                          $        467,208

                                       11
<PAGE>
COMMITMENTS AND CONTINGENCIES (continued)

     Legal proceedings - On May 30, 2002, the Company filed an amended complaint
     in the Superior Court of the State of California for the County of Orange
     against Fred G. Luke, Richard Weed, and Weed & Co. In the complaint, the
     Company alleged that the defendants or entities controlled by the
     defendants, improperly received approximately 1,400,000 shares of common
     stock of the Company pursuant to three Form S-8 Registration Statements as
     filed with the Securities and Exchange Commission on March 30, 2000, May
     30, 2001 and October 12, 2001. The Company is seeking damages in an amount
     to be proven at trial, that the Agreement and Amended Agreement entered
     into with Fred G. Luke be rescinded, that a temporary restraining order, a
     preliminary injunction and a permanent injunction be issued enjoining
     defendants from transferring 500,000 shares of common stock of the Company
     and the payment of reasonable attorney's fees. As of September 30, 2003
     there were no significant changes.

     During April 2003, the Company received a notification from the District
     Court of the State of Texas for the County of Dallas, in regards to a
     complaint by Mr. Vaneet Duggal, against Nationwide Money Services, Inc.,
     claiming the Company (through the Tallent acquisition) owed Mr. Duggal
     $106,712, for vault cash. The Company has an agreement with Mr. Jimmy
     Tallent indemnifying the Company, specifically for any claims brought by
     Mr. Duggal. The Company's management has reserved for any probable
     contingencies resulting from this lawsuit. Although management cannot
     provide complete assurance, it believes the claim will not have a material
     adverse effect on the Company's condensed consolidated results of
     operations, cash flows or financial position. During the third quarter
     ended September 30, 2003, the Company received notification from Mr.
     Duggal's attorney that Mr. Duggal will indemnify the Company for $50,000,
     and the Company has reversed its prior quarter's reserves in that amount.

     During June 2003, the Company received notification from the District Court
     of the State of Texas for the County of Harris, in regards to the complaint
     filed by Terran Reneau, Joseph Klimek, L. Micheal Howard and Charlotte
     Howard, claiming ATM International, Inc., SmartATM and Randell Coleman
     fraudulently transferred assets to the Company, naming the Company in the
     filing, the value of which is undetermined. Although it cannot provide
     assurance, the Company believes that this filing is unfounded since the
     acquisition of assets was completed before any of the original filings
     against ATM International, Inc. occurred. The Company's management believes
     that this claim will not have a material adverse effect on the Company's
     consolidated results of operations, cash flows or financial position.

     Forgiveness of debt on note payable - related parties - During April 2003,
     the Company negotiated with a stockholder to reduce their note payable
     owed, from $487,962 to $243,981. Pursuant to note payable agreement, a
     payment of $30,000 was made during April 2003 with the remaining balance
     due in monthly principal and interest installments of $3,000 through April
     2013. The note payable is unsecured and bears an interest rate of 10.8%.

     Foregiveness of debt on notes payable - During April 2003, the Company
     negotiated with an individual to reduce their note payable from $34,083 to
     $17,042. This balance was paid in April 2003.

     Negotiation for forbearance with a related party - The Company has entered
     into an agreement with Cardservice International, Inc. to change the terms
     of its note payable. During the period of

                                       12
<PAGE>
     renegotiation, payments on the note payable were in forbearance. As of
     September 30, 2003, the remaining balance owed to Cardservice
     International, Inc. is $117,688.65, which will be repaid over 36 months
     with an interest rate of 8%.

     Employee notification - During July 2003, a former employee notified the
     Company with a demand for severance compensation and other benefits payable
     under an employment contract between the Company and the former employee.
     Although it cannot provide assurance, the Company believes that the claim
     will not have a material adverse effect on the Company's consolidated
     results of operations, cash flows or financial position.

     Letter of Intent (LOI)signed -- During September 2003, the Company signed a
     letter of intent to purchase assets of another company, the purchase
     amount, amount of assets and name of the company will be held confidential
     until such time a definitive agreement is entered into.

     Extension of Food Lion contract - As of September 2003, the Company has
     renegotiated its current contract with Food Lion and has extended the
     contract another 4.5 years until April 2011.


     4.   CHANGES IN STOCKHOLDERS' EQUITY

         During the first quarter ending March 31, 2003, under a settlement
         agreement with two individuals 655,000 shares of the Company's stock
         were transferred back to the Company and subsequently cancelled during
         the second quarter ended June 30, 2003.

         During the second quarter ending June 30, 2003, the Company had issued
         a Private Placement Offering, whereby the Company offered units at a
         price of $.05 per unit with each unit consisting of one share of common
         stock and one common stock purchase warrant. The offering closed in
         July 2003. The amount of shares subscribed to totaled 12,210,000, as of
         September 30, 2003, of which $610,500 was received in cash, of which
         $21,251 and 455,000 shares of stock were issued as payment of fees.

         Also during the second quarter, 1,000,000 shares of stock previously on
         hold with the transfer agent, pending a legal claim, were released.

         Also during the second quarter, $50,000 of debt due to a related party
         was exchanged for 1,000,000 shares of the Company's common stock,
         valued at the fair market value on the date of the exchange.

     5.  SUBSEQUENT EVENTS

         Purchase of Contract -- In October 2003, the Company purchased the
         Clearinghouse Services Agreement from Docutel Corporation. Under this
         Agreement the Company will be responsible to collect data from various
         vendors that are providing product for a prepaid debit card that will
         be issued to members of the Community Technology Network Program
         (CTNP). Additionally the Company will be responsible to collect the
         fees charged by the vendors to the cardholders and to disburse the
         funds once collected to the vendors. The CTNP is a program that is
         marketing various services as well as the prepaid debit card to people
         who reside in the Department of Housing and Urban Development sponsored

                                       13
<PAGE>
         housing. The Company earns a monthly fee on each active card as well
         as additional fees based on the usage of the card by the resident.



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 2003.
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.

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.

                                       14
<PAGE>
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.

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 financial statements, either because of the
significance of the financial statement item to which they relate, or because

                                       15
<PAGE>
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 financial statements, management has made its best estimates
and judgments of the amounts and disclosures included in the 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.

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 Nationwide Money Services, 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.


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. This estimated allowance is based primarily
on management's evaluation of the financial condition of the customer and
historical experience.

Equipment. ATM equipment comprises a significant portion of our total assets.
Changes in technology or changes in our intended use of these assets may

                                       16
<PAGE>
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.

See change in depreciable lives of equipment in section "Operating Expenses".

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 six 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.


Asset Impairment

The Company reviews its long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. In performing the review
for recoverability, the Company estimates the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is recognized.
Otherwise, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles would be based on the
fair value of the asset.

Comparison of Results of Operations for the Three and Six Months Ended June 30,
2003 and 2002


Revenues. The Company reported total revenue of $2,558,572 for the three month
period ended September 30, 2003 as compared to $2,523,956 for the three month
period ended September 30, 2002. Revenues totaled $7,910,234 for the nine month
period ended September 30, 2003 as compared to $8,296,349 for the nine month
period ended September 30, 2002. This decrease in the nine month revenues are
mainly due to reductions in unprofitable site locations. There were

                                       17
<PAGE>
approximately 106 net locations de-installed in the nine month period ended
September 30, 2003 as compared to the nine month period ended September 30,
2002.

Cost of Revenues. Our total cost of revenues increased from $1,434,340 to
$1,545,269 in the three month periods ended September 30, 2002 and 2003,
respectively. Total cost of revenues decreased from $5,669,210 to $4,879,898 for
the nine month period ended September 30, 2002 and 2003, respectively. The
principal components of cost of revenues are cost of cash and cash
replenishment, maintenance, salaries, telecommunication services and transaction
processing charges, interchange and surcharge rebates, and ATM site rentals. The
increase for the three month period ended September 30, 2003 was mainly due to
higher costs of maintenance, telephone and higher re-install costs. The decrease
in the cost of revenues for the nine month period ended September 30, 2003
compared to the prior year in cost of revenues, is attributable to the reduction
in revenue and to the reduction of costs of cash and cash replenishment.

Gross Margin. Gross profit as a percentage of revenue was 39.6% or $1,013,303
and 43.2% or $1,089,616 for the three month period ended September 30, 2003 and
2002, respectively. For the nine month period ended September 30, 2003 and 2002
the gross margins were 38.3% or $3,030,336 and 31.7% or $2,627,139,
respectively. There was a slight decrease in the quarterly margins due to higher
costs of maintenance and re-installs. But for the nine month period ended
September 30, 2003 and 2002, there was a decrease in costs, as noted above.

Operating Expenses. Our total operating expenses decreased to $899,324 or 35.1%
of revenue during the third quarter, 2003 from $1,062,030 or 42.1% of revenue
during the third quarter, 2002. For the nine months ended September 30, 2002 and
2003, the operating expenses increased from $2,845,866 to $2,908,071,
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 decrease in the three month period ended September
30, 2003 is mainly attributable to a decrease in depreciation and amortization.
During the year 2002 the Company changed the estimate of the useful lives of its
ATMs from five years to seven years and in 2003 changed the useful life of its
Food Lion contract, adding another 4.5 years. These changes decreased the amount
of depreciation and amortization in the quarter ended September 30, 2003 by
approximately $97,221. There was a slight increase in operating expenses during
the nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002.

Income from Operations. We had income from operations for the three month period
ending September 30, 2003 in the amount of $113,979, as compared to income from
operations of $27,586 in the three month period ending September 30, 2002. For
the nine month period ending September 30, 2003 and 2002, the reported income
and loss from operations was $122,265 and $(218,727), respectively. The increase
in income from operations reported was mainly due to reductions in cost of
revenues and operating expenses noted above.

Other Income/(Expense). For the three months ended September 30, 2003 there was
a change in the contingent reserve reducing the reserve in the amount of $50,000
for potential legal matters, as compared to the three month period ended
September 30, 2002. The Company provided for a probable contingent reserve
during the second quarter ended June 30, 2003, based on a claim from Mr. Vaneet
Duggal(See footnote disclosure under number 3. Commitments and Contingencies).
During the third quarter ended September 30, 2003, the Company received
notification from Mr. Duggal's attorney that Mr. Duggal will minimally indemnify
the Company for $50,000.

Interest Expense. Interest expense decreased for the three month period ending
September 30, 2002 from $34,358 to $17,388 for the three month period ending

                                       18
<PAGE>
September 30, 2003. The decrease is mainly due to loans initiated during the
third quarter of 2002 that are not part of the loan balance as of September 30,
2003. The interest expense increased to $66,935 or less than 1% of revenue for
the nine months ended September 30, 2003 from $54,512 for the nine months ended
September 30, 2002.

Income before Taxes. We had a net income before taxes of $146,591 as compared to
$20,603 for the three month periods ending September 30, 2003 and 2002,
respectively. For the nine month period ending September 30, 2003 and 2002, we
reported net income before taxes of $226,353 and $3,680, respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
September 30, 2003 and 2002. This was a result of a net operating loss
carry-forward from 2001 of $6,623,640. We have unused operating loss carry
forwards which will expire in various periods through 2022. The company has
provided for a tax benefit during the nine month period of September 30, 2003 of
$39,000 as needed to provide for tax losses, and a tax expense during the nine
month period ending September 30, 2002 of ($1,000).

LIQUIDITY AND CAPITAL RESOURCES

Working Capital Deficit. As of September 30, 2003, the Company had current
assets of $997,338 and current liabilities of $1,174,915, which results in a
working capital deficit of $177,577, as compared to current assets of $732,206
and current liabilities of $2,144,841 resulting in a working capital deficit of
$1,412,635 as of December 31, 2002. The ratio of current assets to current
liabilities increased to .85 at September 30, 2003 from .34 at December 31,
2002. Thus, the overall working capital deficit decreased by $1,235,058. The
decrease in the deficit during the nine month period ended September 30, 2003
resulted mainly from the reduction of Accounts Payable and Accrued Expenses by
$331,933, a pay-off of various current leases amounting to $116,152, a reduction
of Notes Payable to related parties of $364,698, Notes Payable in the amount of
$47,753 and a reduction of amounts Due to Related Parties of $140,795.

Additional Funding Sources

We have funded our operations and capital expenditures from cash flow generated
by operations, capital leases, from the settlement of various issues with third
parties and from the sale of securities. Net cash provided by operating
activities during the nine month period ending September 30, 2003 and 2002 was
$134,302 and $786,218, respectively. Net cash provided by operating activities
in the nine month period ending September 30, 2003 consisted primarily of a net
income of $265,353 and depreciation and amortization of $593,734 and an increase
in prepaid expenses of 34,175 and decrease of other assets by $42,185; offset by
an increase in accounts receivable of $100,839 and a reduction of accounts
payable and accrued expenses of $331,933. The cash provided by operating
activities allowed us to pay off or pay-down $116,152 for various lease
obligations, $30,711 on notes payable and $140,795 on amounts due to related
parties. The sale of our common stock for $610,500 less fees, netted $589,249 in
proceeds for issuance of common stock, allowed us to pay down amounts on notes
to related parties of $100,000 and amounts due to related parties of $50,000 and
purchase fixed assets of $234,957.

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

                                       19
<PAGE>
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 a
private placement offering and closed the offering on July 28, 2003 with gross
proceeds of approximately $610,500, with fees of $21,251, through the sale of
12,210,000 shares of common stock together with common stock purchase warrants
to a limited number of 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, 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. The Company estimates to continue its current business plan
and acquisition strategy, it will require approximately $5,000,000 in additional
working capital to meet its needs for the next 12 months for such items as new
ATM leases, software development and acquisitions.

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.

     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 September 30, 2003,
          Nationwide Money had 43 ATMs funded by Palm Desert with a vault cash
          outstanding balance of about $800,000. 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.

                                       20
<PAGE>
     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. As of September 30, 2003, approximately
          $2,000,000 was outstanding. 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 September
          30, 2003, Nationwide Money had 33 branded partners, which funded 355
          ATMs in 8 states, with about $8 million in outstanding vault cash.


     o    Ocean National Bank. Nationwide Money entered into an agreement with
          Ocean National Bank on November 18, 1998 as a result of a lawsuit
          settlement. The settlement provided Nationwide Money with varying
          amounts of vault cash over the term of the agreement to manage and
          fund Nationwide Money owned and operated ATMs that were located east
          of the Mississippi. The vault cash amount designated for February 1,
          2003 to December 31, 2003 is $1,500,000. During the term of this
          agreement, Nationwide Money staff has managed the daily movement of
          the vault cash and has provided monthly reconciliation reports to
          Ocean National Bank. The interest rate is 15% per annum. The contract
          comes due on December 31, 2003, at which time Nationwide Money is
          obligated to return the full amount of the vault cash ($1,500,000)
          back to Ocean National Bank. Nationwide Money will replace these funds
          with vault cash from other cash providers such as Palm Desert and
          WSFS, as well as its branded cash partners.


As a result of certain factors, our working capital has increased from the same
period a year ago. We had negative working capital of $1,608,116 on September
30, 2002 and this has been reduced to a negative working capital of $177,577 at
September 30, 2003. This increase in working capital is partially due to the
occurrence of one-time events in 2003 that resulted from cancellation of debt
that totaled $261,023. As of September 30, 2003 we also received from the
Private Placement Offering in the amount of $589,249 net proceeds. There was an
exchange of $50,000 from an amount due to a related party for stock. The cash
portion was used to payoff short-term debt in the form of notes payable and
lease obligations on ATM equipment. In 2002 we also issued $141,899 in stock in
lieu of cash for various current expenses and received several loans totaling
$229,675 from Cardservice International, Inc. the proceeds of which were used to
payoff various short term lease obligations on ATM obligations. In addition, we
have incurred additional demands on our available capital in connection with the

                                       21
<PAGE>
settlement of various disputes with former officers and employees and the
start-up expenses associated with our expansion of the Food Lion and Kash and
Karry account of additional ATMs.

As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. We believe that 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 for fiscal 2003 will total
approximately $500,000, primarily for the acquisition of ATMs and related ATM
installation costs. We lease 160 of our ATMs under capital lease agreements that
expire between 2003 and 2004 and provide for lease payments at interest rates up
to 10.5% per annum. See Note 8 to the Consolidated Financial Statements in the
Form 10KSB Annual Report. Most of the ATM leases will be paid off over the next
six months.

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.

Risk Factors

There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not identified herein could also
have such an effect. Among the factors that could cause actual results to differ
materially from those discussed in the forward-looking statements are the
following:

      o   Changes in laws or card association rules affecting our ability to
          impose surcharge fees, and continued customer willingness to pay
          surcharge fees;

      o   Our ability to form new strategic relationships and maintain existing
          relationships with issuers of credit cards and national and regional
          card organizations;

      o   Our ability to expand our ATM base and transaction processing
          business;

                                       22
<PAGE>
      o   The availability of financing at reasonable rates for vault cash and
          for other corporate purposes, including funding our expansion plans;

      o   Our ability to maintain our existing relationships with Food Lion and
          Kash n' Karry;

      o   Our ability to keep our ATMs at other existing locations at reasonable
          rental rates and to place additional ATMs in preferred locations at
          reasonable rental rates;

      o   The extent and nature of competition from financial institutions,
          credit card processors and third party operators, many of whom have
          substantially greater resources;

      o   Our ability to maintain our ATMs and information systems technology
          without significant system failures or breakdowns;

      o   Our ability to develop new products and enhance existing products to
          be offered through ATMs, and our ability to successfully market these
          products;

      o   Our ability to identify suitable acquisition candidates, to finance
          and complete acquisitions and to successfully integrate acquired
          assets and businesses into existing operations;

      o Our ability to retain senior management and other key personnel;

      o   Our ability to comply with mandated Triple DES configuration; and

      o Changes in general economic conditions.


If any of these risk factors occur adversely to the Company they may have a
negative impact to our actual future results.

Any forward-looking statement contained herein is made as of the date of this
document. We do not undertake to publicly update or correct any of these
forward-looking statements in the future.




FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

The Company's business is subject to numerous factors affecting its operating
results. In addition to the risk factors discussed above, the Company's
operating results may be affected by:

Limited Operating History

As a result of the Company's limited operating history, its plan for rapid
growth, and the increasingly competitive nature of the markets in which it will
operate, the historical financial data is of limited value in evaluating its
future revenue and operating expenses. The Company's planned expense levels will
be based in part on expectations concerning future revenue, which is difficult
to forecast accurately based on current plans of expansion and growth. The
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected shortfall in revenue. Further, general and administrative
expenses may increase significantly as it expands operations. To the extent that
these expenses precede, or are not rapidly followed by, a corresponding increase
in revenue, the Company's business, operating results, and financial condition
will suffer.

                                       23
<PAGE>
Dependence on Key Personnel

The Company's success depends upon the continued contributions of certain key
Personnel, who may be difficult to replace because of their extensive experience
in his field, extensive market contacts and familiarity with the Company's
activities. While the Company believes it has sufficient cross expertise, if any
key management employee were to cease employment, the Company's operating
results may suffer. The Company's future success also depends in large part upon
its ability to hire and retain additional highly skilled managerial, operational
and marketing personnel. Should the Company be unable to attract and retain
skilled personnel, the Company's performance may suffer.

Major Contract

The contract with a major customer (Food Lion) expired in September 2001. The
Company signed new contracts with Food Lion, and an affiliated company, Kash n
Karry, in November 2001. The new contracts included approximately 550 sites that
were then operating of and 400 additional sites. The new contracts will be for a
five-year period for both the existing sites and the new sites. As of September
30, 2003, the Company had placed in service approximately 700 ATM sites. The
sites maintained by Food Lion and Kash n Karry constitute approximately 52% of
the total sites and 68% of total revenues of the Company. Historically, these
sites have generated average revenue per site in excess of other sites. During
September 2003, the Company renegotiated the current contract with Food Lion and
extended the contract another 4.5 years until April 2011. If the Company were to
lose the Food Lion and Kash n Karry accounts, the revenues of the Company would
be substantially affected.

Debit Cards

The use of debit cards by consumers has been growing. Consumers use debit cards
to make purchases from merchants, with the amount of the purchase automatically
deducted from the consumers' checking accounts. An increasing number of
merchants are accepting debit cards as a method of payment, and are also
permitting consumers to use the debit cards to obtain cash. The increasing use
of debit cards to obtain cash may reduce the number of cash withdrawals from our
ATMs, and may adversely affect our revenues from surcharge fees. A continued
increase in the use and acceptance of debit cards could have a material adverse
effect on our business, results of operations and financial condition.

Other Factors

Government Regulation. There have been various efforts by both consumer groups
and various legislators to have surcharged transactions declared illegal. In the
event that such a ban takes place, the revenue generated from cash withdrawal
transactions would be significantly reduced and would cause irreparable harm to
the Company. There have also been efforts by various legislators to illegalize
interchange. Although this would have a negative immediate impact, the Company
believes, although it cannot guarantee that the industry will respond by
increasing surcharge to make up the loss in interchange. In the event that the
loss of interchange could not be passed through via an increase in surcharge,
the elimination of interchange would severally impact the Company.


Mergers and Acquisitions:
Mergers, acquisitions and personnel changes at financial institutions and
electronic funds transfer networks and independent sales organizations may
adversely affect our business, financial condition and results of operations.
Currently, the banking and EFT industries are consolidating, causing the number
of financial institutions and ATM networks to decline. This consolidation could
cause us to lose:

                                       24
<PAGE>

     o    current and potential customers;

     o    market share if the combined entity determines that it is more
          efficient to develop in-house products and services similar to ours or
          use our competitors' product and services; and

     o    revenue if the combined institution is able to negotiate a greater
          volume discount for, or discontinue the use of, our products and
          services.

For example, one of the larger customers of our electronic transaction
processing business, the STAR Network, has been purchased by one of our
competitors, Concord EFS. Although we have a multi-year processing contract with
STAR, we cannot presently predict the possible long-term impact of this
acquisition on our business with certainty. The loss of STAR as a processing
customer would have an adverse effect on our business

Competition

The ATM business is and can be expected to remain highly competitive. While the
Company's principal competition comes from national and regional banks, the
Company also competes with independent ATM companies. All of these competitors
offer services similar to or substantially the same as those offered by the
Company. Most of these competitors are larger, more established and have greater
financial and other resources than the Company. Such competition could prevent
the Company from obtaining or maintaining desirable locations for its machines
or could cause the Company to reduce its user fees generated by its ATMs or
could cause the Company's profits to decline. The independent ATM business has
become increasingly competitive since entities other than banks have entered the
market and relatively few barriers exist to entry.

We face intense competition from a number of companies. Further, we expect that
competition will intensify as the movement towards increasing consolidation
within the financial services industry continues. Many of our competitors have
significantly greater financial, technical and marketing resources, greater name
recognition and a larger installed customer base than we do.

In the market for electronic transaction processing, the principal factors on
which we compete are price and service levels. The future growth of our revenues
in this market is dependent upon securing an increasing volume of transactions.
If we cannot control our transaction processing expenses, we may not remain
price competitive and our revenues will be adversely affected.

In addition to our current competitors, we expect substantial competition from
established and new companies. We cannot assure you that we will be able to
compete effectively against current and future competitors. Increased
competition could result in price reductions, reduced gross margins or loss of
market share.

Our ability to provide reliable service largely depends on the efficient and
uninterrupted operations of our computer network systems and data centers. Any
significant interruptions could severely harm our business and reputation and
result in a loss of customers. Our systems and operations could be exposed to
damage or interruption from fire, natural disaster, power loss,
telecommunications failure, unauthorized entry and computer viruses. Although we
have taken steps to prevent a system failure, we cannot be certain that our
measures will be successful and that we will not experience system failures.
Further, our property and business interruption insurance may not be adequate to
compensate us for all losses or failures that may occur.

If we fail to develop and introduce new and enhanced products and services,

                                       25
<PAGE>
we will not be able to compete effectively and our ability to generate revenues
will suffer.



We may be unable to protect our intellectual property rights.

Despite our efforts to protect our intellectual property rights, third parties
may infringe or misappropriate our intellectual property rights, or otherwise
independently develop substantially equivalent products and services. The loss
of intellectual property protection or the inability to secure or enforce
intellectual property protection could harm our business and ability to compete.
We rely on a combination of trademark and copyright laws, trade secret
protection and confidentiality and license agreements to protect our trademarks,
software and know-how. We have also applied for patent protection on some of the
features of our newer products. We may be required to spend significant
resources to protect our trade secrets and monitor and police our intellectual
property rights.

Third parties may assert infringement claims against us in the future. In
particular, there has been a substantial increase in the issuance of business
process patents for Internet-related business processes, which may have broad
implications for all participants in Internet commerce. Claims for infringement
of these patents are becoming an increasing source of litigation. If we become
subject to an infringement claim, we may be required to modify our products,
services and technologies or obtain a license to permit our continued use of
those rights. We may not be able to do either of these things in a timely manner
or upon reasonable terms and conditions. Failure to do so could seriously harm
our business and operating results. In addition, future litigation relating to
infringement claims could result in substantial costs to us and a diversion of
management resources. Adverse determinations in any litigation or proceeding
could also subject us to significant liabilities and could prevent us from using
some of our products, services or technologies.

Trademark.

In 2002, we applied to the United States Patent and Trademark Office to register
the trademarks: "NMS Mystro" We received a registration for the trademark "NMS
Mystro" from the U.S. Patent and Trademark Office on January 28, 2003. The
serial number is 78/111025. This trademark is used on various software that the
Company may sell in the future. This trademark will apply to NMS Mystro Cash
Manager, NMS Mystro Commission Manager, NMS Mystro Work Order Manager and NMS
Mystro Database Manager.

All of the products listed above are used to manage our day to day business.
Cash Manager is used to predict, order and track the cash dispensed from our
ATMs. Commission Manager calculates all commissions due to merchants,
distributors and partners. Work Order Manager is used to open a work order,
determine the problem and authorize the appropriate party to repair the ATM. The
Database Manager stores and gives us the ability to retrieve, sort and filter a
variety of information on our ATMs.





Item 3.     Controls and Procedures.

As of September 30, 2003, 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

                                       26
<PAGE>
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 September 30, 2003. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to September 30,
2003.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

During the three months ended September 30, 2003, there have been no material
developments in any pending legal proceedings nor have any legal proceedings
commenced.

Item 2.  Changes in Securities and Use of Proceeds

During the three month period ended September 30, 2003, 4,555,000 shares of
common stock were issued. These shares were issued in connection with the
Private Placement Offering that commenced in May 2003 and closed on July 28,
2003. The Company generated $588,388 in net proceeds that are being used to pay
down debt and for working capital purposes. The above private offering is deemed
to be exempt under Rule 506 of Regulation D and Section 4(2) of the Securities
Act of 1933, as amended. No advertising or general solicitation was employed in
offering the securities. The offerings and sales were made to a limited number
of persons, all of whom were accredited investors, business associates of the
Company or executive officers of the Company, and transfer was restricted by the
Company in accordance with the requirements of the Securities Act of 1933. In
addition to representations by the above-referenced persons, the Company has
made independent determinations that all of the investors were accredited or
sophisticated investors, and that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, these investors were provided with access to our
Securities and Exchange Commission filings.




Item 3.     Defaults Upon Senior Securities.

None.

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

None.

Item 5.     Other Information.

A new Director has been appointed to the Board of Directors in October 2003, Mr.
Georg Hochwimmer.

Mr. Georg Hochwimmer has stock options of 100,000.

Item 6. Exhibits and Reports on Form 8-K.

(a)   Exhibit     Description

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

                                       27
<PAGE>
     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.

(b) Reports on Form 8-K

      Change in Registrant's Certifying Accountant:
   On July 1, 2003, the Company filed a Form 8-K Current Report disclosing that
Weinberg & Company, P.A. of Boca Raton, FL, were engaged as the Company's
independent public accountants to replace the Company's prior auditors, L.L.
Bradford, LLP.


                                       28
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as of
November 3, 2003 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 3rd day of November, 2003.

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

/s/David Fann
David Fann                         President, Director

/s/Steve Mortensen
Steve Mortensen                    Secretary, Director

/S/ Don Headlund
Don Headlund                       Director


Lock Ireland                       Director

/S/ Robert Landis
Robert Landis                      Director

/S/ Georg Hochwimmer
Georg Hochwimmer                   Director

/S/ David Surette
David Surette                      Chief Financial Officer

                                       29