**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





(MARK
      ONE)





x     QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      for the quarterly period ended June 30, 2008





OR





o    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      for the transition period from ___________ to ___________





000-17874
                (Commission
                  file number)
              
              **GLOBAL
                AXCESS CORP**
              (Exact
                name of registrant as specified in its charter)





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





**7800
                BELFORT PARKWAY, Suite 165****JACKSONVILLE,
                FLORIDA**
            **32256**(Address
                of principal executive offices)
            (Zip
                Code)





**(904)
      280-3950**


(Registrant's
      telephone number, including area code)








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





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





Large
                accelerated Filer  o
            Accelerated
                Filer oNon-accelerated
                Filer  o
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of Exchange Act). Yes ࿠  No x





As
      of August
      06, 2008 ,
      the
      registrant had 20,973,924 shares
      outstanding of the common stock ($0.001 par value).








**TABLE
                OF CONTENTS**
            **Page
                No.****PART
                I**
            **FINANCIAL
                INFORMATION**Item
                1.
            Financial
                Statements (unaudited)
            4Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operation
            23Item
                3.
            Quantitative
                and Qualitative Disclosure About Market Risk
            33Item
                4.
            Controls
                and Procedures
            33Item
                4T.
            Controls
                and Procedures
            33**PART
                II**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            34Item
                1A.
            Risk
                Factors
            34Item
                2.
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            34Item
                3.
            Defaults
                Upon Senior Securities
            34Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            34Item
                5.
            Other
                Information
            34Item
                6.
            Exhibits
            34**SIGNATURES**
            36





2


***Forward-Looking
      Statements***





*In
      addition to historical information, this Quarterly Report on Form 10-Q 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 of Financial Condition and
      Results 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-Q that have been or are to be filed
      in 2008.*





*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-Q. We undertake no obligation to
      publicly release any revisions to the forward-looking statements or reflect
      events or circumstances after the date of this document.*





*Estimates
      of future financial results are inherently unreliable.*





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





*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.*





3


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. Financial Statements (unaudited)**





**GLOBAL
      AXCESS CORP AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





(Unaudited)
            
            (Audited)June
                30, 2008
            
            December
                31, 2007ASSETSCurrent
                assetsCash
                and cash equivalents
            
            $
            788,529
            
            $
            540,161Accounts
                receivable, net of allowance of $13,568 in 2008 and $23,797 in
                2007
            
            
            1,042,192
            
            
            924,629Inventory
            
            
            360,666
            
            
            235,597Prepaid
                expenses and other current assets
            
            
            182,216
            
            
            141,348Total
                current assets
            
            
            2,373,603
            
            
            1,841,735Fixed
                assets, net
            
            
            5,164,202
            
            
            5,580,882Other
                assetsMerchant
                contracts, net
            
            
            11,701,887
            
            
            12,057,638Intangible
                assets, net
            
            
            4,141,641
            
            
            4,165,491Deferred
                tax asset - non-current
            
            
            339,800
            
            
            339,800Other
                assets
            
            
            9,219
            
            
            15,139Total
                assets
            
            $
            23,730,352
            
            $
            24,000,685LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            2,869,699
            
            $
            3,361,635Notes
                payable - related parties - current portion, net
            
            
            19,821
            
            
            20,695Note
                payable
            
            
            -
            
            
            25,000Senior
                lenders' notes payable - current portion, net
            
            
            606,223
            
            
            600,000Capital
                lease obligations - current portion
            
            
            801,229
            
            
            961,046Total
                current liabilities
            
            
            4,296,972
            
            
            4,968,376Long-term
                liabilitiesNotes
                payable - related parties - long-term portion, net
            
            
            1,313,713
            
            
            1,317,180Senior
                lenders' notes payable - long-term portion, net
            
            
            4,466,265
            
            
            4,757,377Capital
                lease obligations - long-term portion
            
            
            834,670
            
            
            823,489Total
                liabilities
            
            
            10,911,620
            
            
            11,866,422Stockholders'
                equityPreferred
                stock; $0.001 par value; 5,000,000 shares authorized, no shares issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock; $0.001 par value; 45,000,000 shares authorized, 21,021,786
                shares
                issued and 20,973,924 shares outstanding
            
            
            21,022
            
            
            21,022Additional
                paid-in capital
            
            
            22,575,608
            
            
            22,453,584Accumulated
                deficit
            
            
            (9,765,932
            )
            
            (10,328,377
            )Treasury
                stock; 47,862 shares of common stock at cost
            
            
            (11,966
            )
            
            (11,966
            )Total
                stockholders' equity
            
            
            12,818,732
            
            
            12,134,263Total
                liabilities and stockholders' equity
            
            $
            23,730,352
            
            $
            24,000,685





*See
      Accompanying Notes to Condensed Consolidated Financial
      Statements*


4





**GLOBAL
      AXCESS CORP AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(Unaudited)





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Revenues
            
            $
            5,845,128
            
            $
            5,596,210Cost
                of revenues
            
            
            3,258,602
            
            
            3,267,497Gross
                profit
            
            
            2,586,526
            
            
            2,328,713Operating
                expensesDepreciation
                expense
            
            
            377,553
            
            
            382,447Amortization
                of intangible merchant contracts
            
            
            192,538
            
            
            176,326Selling,
                general and administrative
            
            
            1,307,031
            
            
            1,373,174Impairment
                of notes receivable
            
            
            -
            
            
            5,743Recovery
                of bad debts
            
            
            -
            
            
            (100,000
            )Stock
                compensation expense
            
            
            42,376
            
            
            5,330Total
                operating expenses
            
            
            1,919,498
            
            
            1,843,020Operating
                income from continuing operations before items shown below
            
            
            667,028
            
            
            485,693Interest
                expense, net
            
            
            (216,738
            )
            
            (290,909
            )Loss
                on sale or disposal of assets
            
            
            -
            
            
            (23,877
            )Income
                from continuing operations
            
            $
            450,290
            
            $
            170,907Net
                Income
            
            $
            450,290
            
            $
            170,907Income
                per common share - basic:Income
                from continuing operations
            
            $
            0.02
            
            $
            0.01Net
                Income per common share
            
            $
            0.02
            
            $
            0.01Income
                per common share - diluted:Income
                from continuing operations
            
            $
            0.02
            
            $
            0.01Net
                Income per common share
            
            $
            0.02
            
            $
            0.01Weighted
                average common shares outstanding:Basic
            
            
            20,973,924
            
            
            20,984,443Diluted
            
            
            20,979,768
            
            
            20,984,443








*See
      Accompanying Notes to Condensed Consolidated Financial
      Statements*


5




**GLOBAL
      AXCESS CORP AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(Unaudited)





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Revenues
            
            $
            11,373,488
            
            $
            10,867,200Cost
                of revenues
            
            
            6,378,646
            
            
            6,362,171Gross
                profit
            
            
            4,994,842
            
            
            4,505,029Operating
                expensesDepreciation
                expense
            
            
            779,257
            
            
            752,973Amortization
                of intangible merchant contracts
            
            
            384,329
            
            
            353,941Selling,
                general and administrative
            
            
            2,620,406
            
            
            2,758,459Impairment
                of notes receivable
            
            
            -
            
            
            5,743Recovery
                of bad debts
            
            
            -
            
            
            (100,000
            )Stock
                compensation expense
            
            
            122,024
            
            
            5,330Total
                operating expenses
            
            
            3,906,016
            
            
            3,776,446Operating
                income from continuing operations before items shown below
            
            
            1,088,826
            
            
            728,583Interest
                expense, net
            
            
            (526,381
            )
            
            (608,440
            )Loss
                on sale or disposal of assets
            
            
            -
            
            
            (23,017
            )Income
                from continuing operations
            
            $
            562,445
            
            $
            97,126Income
                from discontinued operations, net of tax
            
            $
            -
            
            $
            175,000Net
                Income
            
            $
            562,445
            
            $
            272,126Income
                per common share - basic:Income
                from continuing operations
            
            $
            0.03
            
            $
            -Income
                from discontinued operations
            
            $
            -
            
            $
            0.01Net
                Income per common share
            
            $
            0.03
            
            $
            0.01Income
                per common share - diluted:Income
                from continuing operations
            
            $
            0.03
            
            $
            -Income
                from discontinued operations
            
            $
            -
            
            $
            0.01Net
                Income per common share
            
            $
            0.03
            
            $
            0.01Weighted
                average common shares outstanding:Basic
            
            
            20,973,924
            
            
            21,003,011Diluted
            
            
            20,973,924
            
            
            21,003,011








*See
      Accompanying Notes to Condensed Consolidated Financial
      Statements*  6





**GLOBAL
      AXCESS CORP AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(Unaudited)





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Cash
                flows from operating activities:Income
                from continuing operations
            
            $
            562,445
            
            $
            97,126Adjustments
                to reconcile net income from continuing operations to net cash provided
                by
                continuing operating activities:Stock
                based compensation
            
            
            122,024
            
            
            5,330Depreciation
                expense
            
            
            779,257
            
            
            752,973Amortization
                of intangible merchant contracts
            
            
            384,329
            
            
            353,941Amortization
                of capitalized loan fees
            
            
            23,216
            
            
            -Allowance
                for doubtful accounts
            
            
            (12,925
            )
            
            (14,482
            )Non-cash
                interest expense on swap agreement with senior lender
            
            
            5,679
            
            
            -Accretion
                of discount on notes payable
            
            
            82,994
            
            
            82,993Impairment
                of notes receivable
            
            
            -
            
            
            5,743Loss
                on sale or disposal of assets
            
            
            -
            
            
            23,017Changes
                in operating assets and liabilities:Change
                in automated teller machine vault cash
            
            
            -
            
            
            24,260Change
                in accounts receivable
            
            
            (104,638
            )
            
            (28,415
            )Change
                in note receivable
            
            
            -
            
            
            (100,000
            )Change
                in other receivable
            
            
            -
            
            
            15Change
                in inventory
            
            
            (341
            )
            
            (53,115
            )Change
                in prepaid expenses and other current assets
            
            
            (40,868
            )
            
            103,354Change
                in other assets
            
            
            5,920
            
            
            13,654Change
                in intangible assets, net
            
            
            634
            
            
            -Change
                in accounts payable and accrued liabilities
            
            
            (497,615
            )
            
            (326,069
            )Change
                in automated teller machine vault cash payable
            
            
            -
            
            
            (26,220
            )Net
                cash provided by continuing operating activitities
            
            
            1,310,111
            
            
            914,105Discontinued
                operationsNet
                income
            
            
            -
            
            
            175,000Adjustments
                to reconcile net income to net cash used in discontinued
                operations:Change
                in deferred gain on sale of subsidiary
            
            
            -
            
            
            (175,000
            )Net
                cash provided by continuing and discontinued operating
                activities
            
            
            1,310,111
            
            
            914,105Cash
                flows from investing activities:Proceeds
                from sale of subsidiary
            
            
            -
            
            
            175,000Insurance
                proceeds on disposal of fixed assets
            
            
            -
            
            
            35,390Costs
                of acquiring merchant contracts
            
            
            (28,578
            )
            
            (12,301
            )Purchase
                of property and equipment
            
            
            (79,901
            )
            
            (332,202
            )Net
                cash used in investing activities
            
            
            (108,479
            )
            
            (134,113
            )Cash
                flows from financing activities:Proceeds
                from senior lenders' notes payable
            
            
            39,028
            
            
            -Principal
                payments on senior lenders' notes payable
            
            
            (401,199
            )
            
            (358,334
            )Principal
                payments on notes payable
            
            
            (25,000
            )
            
            -Principal
                payments on notes payable - related parties
            
            
            (10,053
            )
            
            (8,972
            )Principal
                payments on capital lease obligations
            
            
            (556,040
            )
            
            (615,102
            )Net
                cash used in financing activities
            
            
            (953,264
            )
            
            (982,408
            )Increase
                (decrease) in cash
            
            
            248,368
            
            
            (202,416
            )Cash,
                beginning of period
            
            
            540,161
            
            
            753,844Cash,
                end of the period
            
            $
            788,529
            
            $
            551,428Cash
                paid for interest
            
            $
            408,061
            
            $
            489,339





*See
      Accompanying Notes to Condensed Consolidated Financial
      Statements*


7


Supplemental
      schedule of non-cash investing and financing activities:





For
                the Six Months Ended*SUPPLEMENTAL
                CASH FLOW INFORMATION*
            
            June
                30, 2008
            
            June
                30, 2007The
                significant non-cash investing and financing activities of the Company
                were as follows:Operating
                activities:Transfer
                of de-installed net fixed assets to inventory
            
            $
            124,728
            
            $
            -Total
                non-cash operating activities
            
            $
            124,728
            
            $
            -Investing
                activities:Purchase
                of assets under capital lease obligations
            
            $
            407,404
            
            $
            89,394Transfer
                of de-installed net fixed assets to inventory
            
            
            (124,728
            )
            
            -Total
                non-cash investing activities
            
            $
            282,676
            
            $
            89,394Settlement
                of note receivable through issuance of treasury stock:Note
                receivable
            
            $
            -
            
            $
            (17,709
            )Impairment
                of notes receivable
            
            
            -
            
            
            5,743Repurchase
                of treasury stock, 47,862 shares of common stock at cost
            
            $
            -
            
            $
            (11,966
            )














*See
      Accompanying Notes to Condensed Consolidated Financial
      Statements*


8


**GLOBAL
      AXCESS CORP AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF JUNE 30, 2008**


(Unaudited)





**1.**
            **BASIS
                OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with Securities and Exchange Commission (“the “SEC”)
      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 and Form 10-KSB/A for the year ended December 31, 2007
      of
      Global Axcess Corp and its subsidiaries (the “Company").





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





The
      condensed consolidated statements of operations and cash flows also include
      discontinued operations from Global Axcess Corp’s former subsidiaries.





The
      condensed consolidated financial information is unaudited. In the opinion of
      management, all adjustments (consisting of only normal recurring adjustments)
      necessary to present fairly the financial position as of June 30, 2008 and
      the
      results of operations and cash flows presented herein have been included in
      the
      condensed consolidated financial statements. Interim results are not necessarily
      indicative of results of operations for the full year.








**2.**
            **DESCRIPTION
                OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES**





***Description
      of Business***





Global
      Axcess Corp, through its wholly-owned subsidiaries, is an independent provider
      of Automated Teller Machine ("ATM") services in the United States. Through
      its
      wholly-owned subsidiary, Nationwide Money Services, Inc., the Company provides
      turnkey ATM management solutions that include cash, project and account
      management services. The Company currently owns and operates approximately
      4,300
      ATMs in its national network spanning 44 states.





***Significant
      Accounting Policies***





The
      preparation of financial statements and related disclosures in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make judgments, assumptions and estimates that affect
      the
      amounts reported in the Company’s condensed consolidated financial statements
      and accompanying notes. The Company bases its estimates and judgments on
      historical experience and on various other assumptions that it believes are
      reasonable under the circumstances. However, future events are subject to
      change, and the best estimates and judgments routinely require adjustment.
      The
      amounts of assets and liabilities reported in its condensed consolidated balance
      sheet, and the amounts of revenues and expenses reported for each of its fiscal
      periods, are affected by estimates and assumptions which are used for, but
      not
      limited to, the accounting for allowance for doubtful accounts, goodwill and
      intangible asset impairments, restructurings, inventory and income taxes. Actual
      results could differ from these estimates. The following accounting policies
      are
      significantly affected by judgments, assumptions and estimates used in the
      preparation of the Company’s consolidated financial statements.


9





***Cash
      Equivalents***





The
      Company considers all highly-liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





***Principles
      of Consolidation***





The
      condensed consolidated financial statements include the accounts of Global
      Axcess Corp and its subsidiaries. Global Axcess Corp has the following
      subsidiaries: Nationwide Money Services, Inc. and EFT Integration, Inc.
      (“EFTI”). All significant intercompany transactions and accounts have been
      eliminated in consolidation.





***Reclassifications***





Certain
      reclassifications were made to the 2007 condensed consolidated statements of
      operations to conform to the 2008 presentation. These reclassifications had
      no
      impact on net income or stockholders’ equity for the periods
      presented.





***Use
      of Estimates***





The
      preparation of the condensed consolidated 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 amounts
      reported in the condensed consolidated financial statements and accompanying
      notes. Actual results could differ from these estimates.





***Revenue
      Recognition***





Transaction
      service and processing fees are recognized in the period that the service is
      performed. The Company receives two types of fees: surcharge/convenience fees
      paid by consumers utilizing certain ATMs owned or managed by the Company; and
      interchange fees paid by their banks. Processing fees are generally charged
      on a
      per transaction basis, depending on the contractual arrangement with the
      customer. ATM sales revenue is recognized when the ATM is shipped and installed.
      Revenue from managing ATMs for others is recognized each month when the services
      are performed.





Branding
      fees are generated by the Company’s bank branding arrangements, under which
      financial institutions pay a fixed monthly fee per ATM to the Company to have
      their brand name on selected ATMs within the Company’s ATM portfolio. In return
      for such fees, the bank’s customers can use those branded ATMs without paying a
      surcharge fee. Branding fees are recognized in the period that the service
      is
      performed. None of the branding fees are subject to escalation clauses. Should
      the Company include escalation clauses in its future branding contracts,
      pursuant to the SEC’s SAB, Topic 13, Revenue Recognition, the monthly per ATM
      branding fees, which would be subject to escalation clauses within the
      agreements, would be recognized as revenues on a straight-line basis over the
      term of the agreement. In most of its branding agreements, the Company does
      not
      receive any one-time set-up fees in addition to the monthly branding fees.
      The
      Company has received immaterial one-time set-up fees per ATM. This set-up fee
      is
      separate from the recurring, monthly branding fees and is meant to compensate
      the Company for the burden incurred related to the initial set-up of a branded
      ATM versus the on-going monthly services provided for the actual branding.
      Since
      any and all one-time set up fees have been immaterial to date, the Company
      has
      recorded the fee upon contract signing. Should any future branding agreements
      contain material set-up fees, pursuant to the guidance in Emerging Issues Task
      Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables,
      and SAB No. 104, Revenue Recognition, the Company would defer these set-up
      fees
      (as well as the corresponding costs associated with the initial set-up) and
      recognize such amounts as revenue (and expense) over the terms of the underlying
      bank branding agreements.





Additionally,
      the Company recognizes revenue on breached contracts when cash is received.
      During the six-month period ended June 30, 2008, the Company received and booked
      $13,944 of revenue on these breached contracts.





In
      connection with the Company’s merchant-owned ATM operating/processing
      arrangements, the Company typically pays the surcharge fees that it earns to
      the
      merchant as fees for providing, placing, and maintaining the ATM unit. Pursuant
      to the guidance of EITF Issue No. 01-9, Accounting for Consideration Given
      by a
      Vendor to a Customer (Including a Reseller of the Vendor’s Products), the
      Company has recorded such payments as a direct reduction of
      revenue.


10





The
      Company follows the guidance in EITF Issue 99-19, Reporting Revenue Gross as
      a
      Principal versus Net as an Agent, for its merchant contracts. In accordance
      with
      EITF Issue 99-19, the SEC staff concluded that if the company performs as an
      agent or broker without assuming the risks and rewards of ownership of the
      goods, sales should be and are reported on a net basis.





The
      Company is not exposed to similar financial obligations and risks as it is
      on
      its company-owned ATM contracts. For example, under a merchant-owned
      arrangement, the merchant is responsible for most of the operating expenses
      of
      the ATM such as maintenance, cash management and loading, supplies, signage
      and
      telecommunication services. As such, the Company reports the
      surcharge/convenience fees relating to merchant-owned ATM arrangements on a
      net
      basis.




***Total
      Revenue and Total Cost of Revenues Presentation***





The
      Company presents “Revenues” and “Cost of revenues” as a single line item in the
      consolidated statements of operations. The following tables set forth the
      revenue and cost of revenues sources included in the single line items presented
      for the three-month and six-month periods ended June 30, 2008 and
      2007:





**Revenues:**


For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Surcharge
                / Convenience Fee revenue
            
            $
            3,083,583
            
            $
            2,777,265Interchange
                revenue
            
            
            2,044,322
            
            
            2,130,644Processing
                revenue
            
            
            74,565
            
            
            85,154ATM
                Sales revenue
            
            
            171,993
            
            
            123,388Other
                revenue
            
            
            470,665
            
            
            479,759Total
                revenue
            
            $
            5,845,128
            
            $
            5,596,210





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007ATM
                Operating revenue
            
            $
            5,673,135
            
            $
            5,472,822ATM
                Sales revenue
            
            
            171,993
            
            
            123,388Total
                revenue
            
            $
            5,845,128
            
            $
            5,596,210





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Surcharge
                / Convenience Fee revenue
            
            $
            5,973,681
            
            $
            5,429,782Interchange
                revenue
            
            
            4,040,787
            
            
            4,123,803Processing
                revenue
            
            
            155,366
            
            
            176,947ATM
                Sales revenue
            
            
            312,340
            
            
            254,450Other
                revenue
            
            
            891,314
            
            
            882,218Total
                revenue
            
            $
            11,373,488
            
            $
            10,867,200





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007ATM
                Operating revenue
            
            $
            11,061,148
            
            $
            10,612,750ATM
                Sales revenue
            
            
            312,340
            
            
            254,450Total
                revenue
            
            $
            11,373,488
            
            $
            10,867,200





11





**Cost
      of Revenues:**


For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Merchant
                residual / commission costs
            
            $
            1,889,646
            
            $
            1,713,600Cost
                of cash
            
            
            490,000
            
            
            343,267Processing
                costs
            
            
            225,057
            
            
            255,459Communication
                costs
            
            
            140,205
            
            
            138,192ATM
                Sales costs
            
            
            143,247
            
            
            129,958Other
                cost of revenues
            
            
            370,447
            
            
            687,021Total
                cost of revenues
            
            $
            3,258,602
            
            $
            3,267,497





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Cost
                of ATM operating revenue
            
            $
            3,115,355
            
            $
            3,137,539ATM
                Sales costs
            
            
            143,247
            
            
            129,958Total
                cost of revenues
            
            $
            3,258,602
            
            $
            3,267,497





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Merchant
                residual / commission costs
            
            $
            3,634,282
            
            $
            3,239,570Cost
                of cash
            
            
            1,052,760
            
            
            712,885Processing
                costs
            
            
            427,623
            
            
            493,419Communication
                costs
            
            
            285,919
            
            
            282,607ATM
                Sales costs
            
            
            282,128
            
            
            257,743Other
                cost of revenues
            
            
            695,934
            
            
            1,375,947Total
                cost of revenues
            
            $
            6,378,646
            
            $
            6,362,171





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Cost
                of ATM operating revenue
            
            $
            6,096,518
            
            $
            6,104,428ATM
                Sales costs
            
            
            282,128
            
            
            257,743Total
                cost of revenues
            
            $
            6,378,646
            
            $
            6,362,171





***Inventory***





Inventory
      is stated at the lower of cost (first-in, first-out method) or market. Inventory
      consists primarily of ATMs and related parts and equipment, including parts
      relating to upgrading ATMs to become Triple DES compliant. Parts relating to
      upgrading ATMs to become Triple DES compliant are recorded to fixed assets
      when
      the part is placed into service if the ATM is Company owned. Parts relating
      to
      upgrading ATMs to become Triple DES compliant are recorded to Merchant Contracts
      when the part is placed into service if the ATM is merchant owned and the
      merchant signs a term extension to an existing contract. The cost of the part
      will subsequently be amortized over the life of the contract extension. Parts
      relating to upgrading ATMs to become Triple DES compliant are expensed when
      the
      part is placed into service if the Company upgrades the merchant owned ATMs
      at
      no charge to the merchant. ATMs and parts available for sale are classified
      as
      inventory until such time as the machine or part is sold or installed and in
      service. Once the ATM or part is sold, it is relieved to cost of revenues.
      During the three-month period ended June 30, 2008 the Company reclassified
      $124,728 of ATMs not in service into inventory. Once the inventoried ATM is
      placed back into service, pursuant to SFAS No. 144 “Accounting for the
      Impairment or Disposal of Long-Lived Assets” the ATM is reclassified into fixed
      assets at the lower of fair market value or net book value adjusted by any
      unrecognized depreciation. At June 30, 2008, the Company's inventory totaled
      $360,666.


12





***Accounts
      Receivable and Allowance for Doubtful Accounts***





The
      Company reviews the accounts receivable on a regular basis to determine the
      collectibility of each account. The Company maintains allowances for doubtful
      accounts for estimated losses resulting from the failure of its customers to
      make required payments. At each reporting period, the Company evaluates the
      adequacy of the allowance for doubtful accounts and calculates the appropriate
      allowance based on historical experience, credit evaluations, specific customer
      collection issues and the length of time a receivable is past due. The Company
      records an allowance for doubtful accounts for any billed invoice aged past
      60
      days. When the Company deems the receivable to be uncollectible, the Company
      charges the receivable against the allowance for doubtful accounts. As of June
      30, 2008, the Company had bad debt reserves totaling $13,568 against gross
      accounts receivable totaling $1,055,760.




***Fixed
      Assets***





Fixed
      assets are stated at cost, less accumulated depreciation and amortization.
      Depreciation is calculated principally on the straight-line method over the
      estimated useful lives of the assets, which generally range from three to 10
      years. Leasehold improvements are amortized on a straight-line basis over the
      shorter of the lease term or the life of the asset. The cost of repairs and
      maintenance is charged to expense as incurred. Expenditures for property
      improvements and renewals are capitalized if they extend the useful life of
      the
      related asset. Upon the sale or other disposition of a depreciable asset, cost
      and accumulated depreciation are removed from the accounts and any gain or
      loss
      is reflected in gain (loss) on sale of assets.





The
      Company periodically evaluates whether events and circumstances have occurred
      that may warrant revision of the estimated useful life of fixed assets or
      whether the remaining balance of fixed assets should be evaluated for possible
      impairment. The Company uses an estimate of the related undiscounted cash flows
      over the remaining life of the fixed assets in measuring their recoverability,
      as well as historical age, to estimate useful economic lives and values. The
      Company reviews fixed assets for impairment and if it finds impairment, the
      Company accounts for the impairment in accordance with SFAS No. 144 “Accounting
      for the Impairment or Disposal of Long-Lived Assets.”




***Intangible
      Assets - Goodwill and Merchant Contracts***





In
      June
      2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,”
which was adopted by the Company in 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 compares
      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 is not required.
      SFAS No. 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 is only performed for purposes of evaluating goodwill impairment and
      does 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.


13





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





The
      Company’s merchant contracts are made up of contracts with automatic renewable
      lives. The Company has determined after review of its contracts that the
      economic life of the contracts is extended and estimated over 21 years (or
      three
      times renewal) based on historical and expected useful lives of similar assets.
      The Company amortizes the merchant contracts over their estimated useful lives
      of 21 years. The Company has adopted SFAS No. 142 to reflect the fair value
      of
      the merchant contracts, and uses a two step valuation process to determine
      if
      there has been any impairment on the value of the merchant contract assets.
      Additionally, when the Company gives away an ATM part such as a Triple-DES
      kit
      (see Item 1 “Description of Business” in the Annual Report on Form 10-KSB for a
      description of Triple-DES) to induce a contract extension from the merchant,
      the
      Company records the value of the ATM part to Merchant Contracts and amortizes
      the value of the part over the life of the contract extension.





The
      first
      step is to periodically assess the remaining contract lives, including expected
      renewals. If the periodic assessment results in a determination that the
      economic lives of the merchant contracts are less than 21 years, the Company
      adjusts the remaining amortization lives of the merchant contracts. The
      Company’s merchant contracts have an average initial term of approximately seven
      years. While the Company has historically experienced a higher turnover rate
      among its merchant-owned customers than with its company-owned portfolio, the
      Company is currently experiencing an average of 2.2 renewals on its current
      merchant-owned contracts acquired through the end of fiscal 2005. Pursuant
      to
      FASB Staff Position No. FAS 142-3 dated April 25, 2008, “an entity shall
      consider its own historical experience” about “renewal or extension used to
      determine the useful life of a recognized intangible asset.” Until such time
      when the Company’s historical experience does not support the useful and
      economic life of the merchant contracts, the Company concludes that the current
      economic life of 21 years is appropriate.





The
      second step is to compare the estimated future undiscounted cash flows of each
      reporting unit to the carrying amount of the merchant contracts, thus testing
      the impairment of the value of the contracts. An impairment loss is recognized
      for any excess in the carrying value of merchant contracts over the assessed
      fair value of merchant contracts. To date, the Company’s testing has indicated
      that there is no impairment of its goodwill and merchant contracts.





The
      following table summarizes Intangible Assets and Merchant Contracts at June
      30,
      2008:





Gross
                Carrying Value
            
            Accumulated
                Amortization
            
            NetGoodwill
            
            $
            4,189,645
            
            $
            168,286
            
            $
            4,021,359Other
                Intangible Assets
            
            
            338,092
            
            
            217,810
            
            
            120,282Merchant
                contracts
            
            
            14,685,409
            
            
            2,983,522
            
            
            11,701,887Total
                Intangible assets and merchant contracts
            
            $
            19,213,146
            
            $
            3,369,618
            
            $
            15,843,528





***Fair
      Value of Financial Instruments***




The
      carrying amounts of the Company’s long-term liabilities approximate the
      estimated fair values at June 30, 2008, based upon the Company’s ability to
      acquire similar debt at similar maturities. The carrying values of all other
      financial instruments approximate their fair value because of the short-term
      maturities of these instruments.





***Earnings
      per Share***




In
      calculating basic income per share, net income is divided by the weighted
      average number of common shares outstanding for the period. Diluted income
      per
      share reflects the assumed exercise or conversion of all dilutive securities,
      such as options and warrants. No such exercise or conversion is assumed where
      the effect is anti-dilutive, such as when there is a net loss from continuing
      operations or when the exercise price of the potentially dilutive securities
      is
      less than the market value of the Company’s stock. Stock options to purchase
      1,615,000 and 2,530,500 shares of common stock that were outstanding at June
      30,
      2008 were not included in the computation of diluted earnings per share for
      the
      three and six months ended June 30, 2008, respectively, because the exercise
      prices of these stock options were greater than the average share price of
      the
      Company’s common stock and; therefore, the effect would have been anti-dilutive.
      No warrants outstanding at June 30, 2008 were included in the computation of
      diluted earnings per share because they were anti-dilutive. Stock options to
      purchase 1,628,425 shares of common stock that were outstanding at June 30,
      2007
      were not included in the computation of diluted earnings per share for the
      three
      and six months ended June 30, 2007 because the exercise prices of these stock
      options were greater than the average share price of the Company’s common stock
      and; therefore, the effect would have been anti-dilutive. No warrants
      outstanding at June 30, 2007 were included in the computation of diluted
      earnings per share because they were anti-dilutive.


14









For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007NumeratorIncome
                from continuing operations
            
            $
            450,290
            
            $
            170,907Numerator
                for diluted income per shareavailable
                to common stockholders
            
            $
            450,290
            
            $
            170,907DenominatorWeighted
                average shares
            
            
            20,973,924
            
            
            20,984,443Effect
                of dilutive securities:Treasury
                method, effect of employee stock options & warrants
            
            
            5,844
            
            
            -Denominator
                for diluted income per share adjustedweighted
                shares after assumed exercises
            
            
            20,979,768
            
            
            20,984,443**Income
                per common share - basic:**Income
                from continuing operations
            
            $
            0.02
            
            $
            0.01Net
                Income per common share
            
            $
            0.02
            
            $
            0.01**Income
                per common share - diluted:**Income
                from continuing operations
            
            $
            0.02
            
            $
            0.01Net
                Income per common share
            
            $
            0.02
            
            $
            0.01





15




For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007NumeratorIncome
                from continuing operations
            
            $
            562,445
            
            $
            97,126Income
                from discontinued operations
            
            
            -
            
            
            175,000Numerator
                for diluted income per shareavailable
                to common stockholders
            
            $
            562,445
            
            $
            272,126DenominatorWeighted
                average shares
            
            
            20,973,924
            
            
            21,003,011Effect
                of dilutive securities:Treasury
                method, effect of employee stock options & warrants
            
            
            -
            
            
            -Denominator
                for diluted income per share adjustedweighted
                shares after assumed exercises
            
            
            20,973,924
            
            
            21,003,011**Income
                per common share - basic:**Income
                from continuing operations
            
            $
            0.03
            
            $
            -Income
                from discontinued operations
            
            $
            -
            
            $
            0.01Net
                Income per common share
            
            $
            0.03
            
            $
            0.01**Income
                per common share - diluted:**Income
                from continuing operations
            
            $
            0.03
            
            $
            -Income
                from discontinued operations
            
            $
            -
            
            $
            0.01Net
                Income per common share
            
            $
            0.03
            
            $
            0.01




***Income
      Taxes***





The
      Company accounts for its income taxes in accordance with SFAS No. 109
“Accounting for Income Taxes,” which requires recognition of deferred tax assets
      and liabilities for future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax basis and tax credit carry-forwards. Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are expected
      to
      be recovered or settled. The effect on deferred tax assets and liabilities
      of a
      change in tax rates is recognized in income in the period that includes the
      enactment date.





***Repairs
      and Maintenance Costs***





Repairs
      and maintenance costs are expensed as incurred. Repairs and maintenance
      pertaining to the Company’s ATMs are recorded in cost of revenues. The Company
      records repairs and maintenance costs relating to general office and backend
      related equipment to general and administrative costs.





***Stock-based
      Compensation***





Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      Statement of Financial Accounting Standards ("SFAS") No. 123 (Revised 2004),
      "Share-Based Payment," using the modified-prospective-transition method which
      requires us to recognize compensation expense on a prospective basis. SFAS
      No.
      123(R) requires that all stock based compensation be recognized as an expense
      in
      the financial statements and that such cost be measured at the fair value of
      the
      award. Under this method, in addition to reflecting compensation for new
      share-based awards, expense is also recognized to reflect the remaining service
      period of awards that had been included in pro-forma disclosure in prior
      periods. The stock based compensation expense is included in operating expenses
      in the consolidated statements of income. During the three-month and six-month
      periods ended June 30, 2008 the Company recorded $42,376 and $122,024 of stock
      compensation expenses, respectively.


16





***Performance
      Based 401k Contribution Plan***





Effective
      fiscal 2007, the Company implemented a performance based incentive program
      matching 401k contributions. For each quarter the Company achieves its net
      income budget, the Company will match up to 50% of the first 6% of an employee’s
      401k contributions during that respective quarter. During the three-month and
      six-month periods ended June 30, 2008 the Company recorded $9,523 and $20,644,
      respectively, of expenses relating to this plan.





***Performance
      Based Incentive Bonus Plan***





Effective
      fiscal 2008, the Company implemented a performance based incentive program
      for
      employees and management of the Company. A quarterly cash bonus pool is funded
      by the Company’s achievement of net profits. During the three-month period ended
      June 30, 2008 the Company recorded $31,528 of bonus expenses and $4,200 of
      estimated payroll taxes relating to this plan. Of the $31,528 recorded during
      the three-month period ended June 30, 2008, $16,903 is held back and will be
      paid upon achievement of fiscal 2008 net profits. During the six-month period
      ended June 30, 2008 the Company recorded $63,056 of expenses relating to this
      plan. Of the $63,056 recorded during the six-month period ended June 30, 2008,
      $33,806 is held back and will be paid upon achievement of fiscal 2008 net
      profits.





***Recent
      Accounting Pronouncements***





In
      June
      2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in
      Income Taxes," which clarifies the accounting for uncertainty in income taxes
      recognized in an enterprise's financial statements in accordance with SFAS
      No.
      109, "Accounting for Income Taxes." The interpretation prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      This interpretation also provides guidance on derecognition, classification,
      interest and penalties, accounting in interim periods, disclosure and
      transition. The Company adopted FIN 48 as of the beginning of its 2007 fiscal
      year. Under FIN 48, the Company first assesses whether it is more likely than
      not that an individual tax position will be sustained upon examination based
      on
      its technical merits. If the tax position is more than likely not to be
      sustained, under the presumption the taxing authority has all relevant
      information, it is recognized. The recognized tax position is measured as the
      largest benefit that is greater than 50 percent likely of being realized upon
      ultimate settlement. Previously recognized tax positions that no longer meet
      the
      more likely than not recognition threshold are derecognized in the period in
      which that threshold is no longer met. Accordingly, the unit of account under
      this standard is the individual tax position and not a higher level such as
      the
      aggregate of the various positions that are encompassed by the total tax return
      filing. As a result of the implementation of FIN 48, the Company did not
      recognize a change in its tax liabilities or assets for the six-month period
      ended June 30, 2008.





In
      September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(“SFAS 157”), which defines fair value, establishes a framework for using fair
      value to measure assets and liabilities, and expands disclosures about fair
      value measurements. The statement applies whenever other statements require
      or
      permit assets or liabilities to be measured at fair value. SFAS 157 is effective
      for fiscal years beginning after November 15, 2007, except for nonfinancial
      assets and liabilities that are recognized or disclosed at fair value in the
      financial statements on a nonrecurring basis, for which application has been
      deferred for one year. We adopted SFAS 157 in the first quarter of fiscal 2008
      (see Note #11 “Fair Value Measurement”).





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivatives and Hedging
      Activities” (“SFAS 161”) - an amendment of SFAS No. 133, which changes the
      disclosure requirements for derivative instruments and hedging activities.
      This
      standard requires a company to provide enhanced disclosures about (a) how and
      why the company uses derivative instruments, (b) how derivative instruments
      and
      related hedged items are accounted for under Statement 133, and (c) how
      derivative instruments and related hedged items affect the company’s financial
      position, financial performance, and cash flows. We will adopt the provisions
      of
      SFAS 161 on January 1, 2009 and apply the disclosure requirements to disclosures
      made subsequent to its adoption.


17





In
      April
      2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
      Intangible Assets” (“FAS 142-3”), which amends the factors that should be
      considered in developing renewal or extension assumptions used to determine
      the
      useful life of a recognized intangible asset under SFAS No. 142, Goodwill and
      Other Intangible Assets (“SFAS 142”). The intent of FAS 142-3 is to improve the
      consistency between the useful life of a recognized intangible asset under
      SFAS
      142 and the period of expected cash flows used to measure the fair value of
      the
      asset under applicable accounting literature. We will adopt the provision of
      FAS
      142-3 on January 1, 2009 and are currently assessing the impact the adoption
      will have on our financial position and results of operations.








**3.**
            **DISCONTINUED
                OPERATIONS**




On
      May 2,
      2006, the Company entered into a Shareholder Agreement to sell 50% of Cash
      Axcess Corporation (Proprietary) Limited (“CAC”) in a stock arrangement with
      Industrial Electronic Investments Limited. On September 30, 2006, the Company
      finalized the sale of the remaining 50% of CAC. As part of the sale of 50%
      of
      CAC on September 30, 2006, $175,000 of the sale price was held in an escrow
      account as security to cover any claims made in connection with a breach of
      any
      of the Company's warranties in the sale agreement. The warranty period ended
      and
      the Company received the full escrowed amount of $175,000 on March 28, 2007.
      The
      Company recognized the $175,000 deferred gain on sale as income from
      discontinued operations during the six-month period ended June 30,
      2007.








**4.**
            **NOTES
                RECEIVABLE**





In
      February 2004, the Company issued a note receivable in the amount of $190,000
      due within one year and requiring monthly payments of principal and interest,
      with an annual interest rate of 10%. The note was amended to extend the term
      to
      February 2007. The amount remaining on the note as of March 31, 2007 was
      $99,895. The promissory note is collateralized by the Company’s stock and during
      the fiscal year ended December 31, 2006, the Company increased the reserve
      due
      to the declining stock price of the Company. The 47,862 shares of Company stock
      held as collateral on this note were returned to the Company on April 20, 2007
      as settlement of this note. The Company recorded the $11,966 market value of
      the
      returned 47,862 shares of stock as treasury stock. The settlement of this note
      resulted in an impairment of notes receivable charge of $5,743 recorded during
      the quarter ended June 30, 2007.





During
      the quarter ended September 30, 2005, the Company disposed of its wholly-owned
      subsidiary, Electronic Payment & Transfer Corporation (“EPT”), and
      discontinued offering prepaid debit cards and the related products and services
      that were marketed by EPT. Subsequently, effective September 30, 2005, the
      Company completed the sale of EPT to one former employee of the Company for
      $1,540,000 in a secured promissory note covering the full amount of the sale
      price. On August 1, 2006, Electronic Payment Systems, LLC (“EPS”), the acquirer,
      failed to make its required payment and was in default of the Stock Purchase
      Agreement made and entered into as of September 30, 2005. During 2006, the
      Company reduced the carrying value of the note to zero. On June 29, 2007, the
      Company settled all claims against EPS in exchange for a payment of $100,000.
      Additionally, in the event EPT is sold or merged into another entity within
      three years from the date of the settlement, the Company is entitled to receive
      an additional $200,000 payment. During the three-month period ended June 30,
      2007, the Company recorded the $100,000 settlement as a recovery of bad debts.
      The $100,000 payment was received on July 6, 2007.








**5.**
            **BUSINESS
                REORGANIZATION CHARGES**





During
      the quarter ended September 30, 2006, the Company decided to restructure
      management and to outsource certain employee functions to third party vendors.
      As part of this decision to eliminate the positions held by the two senior
      officers and other employees, the Company incurred restructuring charges during
      the third quarter of 2006 in the amount of $757,811. As of December 31, 2007
      the
      amount of restructuring charges accrued was $141,313. As of June 30, 2008,
      the
      amount of remaining accrued restructuring charges was $52,940.





18





**6.**
            **ACCOUNTS
                PAYABLE AND ACCRUED
                LIABILITIES**





Accounts
      payable and accrued liabilities consisted of the following as of June 30, 2008
      and December 31, 2007:


June
                30, 2008
            
            December
                31, 2007Accounts
                payable
            
            $
            551,074
            
            $
            901,894Accrued
                commissions/residual payments
            
            
            1,273,426
            
            
            1,157,608Accrued
                cost of cash and cash replenishment expenses
            
            
            326,015
            
            
            431,302Accrued
                payroll
            
            
            333,913
            
            
            303,545Accrued
                severance
            
            
            52,940
            
            
            141,313Accrued
                audit fees
            
            
            74,701
            
            
            89,269Accrued
                interest
            
            
            62,530
            
            
            56,852Accrued
                legal fees
            
            
            -
            
            
            15,000Other
            
            
            195,100
            
            
            264,852Accounts
                payable and accrued liabilities
            
            $
            2,869,699
            
            $
            3,361,635








**7.**
            **COMMITMENTS
                AND CONTINGENCIES**





We
      lease
      ATMs and back office computer equipment under capital lease agreements that
      expire between 2008 and 2011 and provide for lease payments at interest rates
      from 3.73% up to 14.37% per annum. The majority of the capital lease agreements,
      which total approximately 94% of our June 30, 2008 balances, are at interest
      rates at or below 12.11%. See Financial Footnote #14 to the Consolidated
      Financial Statements in the Annual Report on Form 10-KSB.





During
      the three-month period ended June 30, 2008, we entered into $407,404 of new
      capital lease obligations, $360,504 of which are new $1 buy-out capital leases
      resulting from refinancing five previous fair market value leases which were
      at
      interest rates up to 18.71% per annum. The new refinanced capital lease
      obligations are 30-month leases at an interest rate of 7.8% per annum. As of
      June 30, 2008, approximately $1.6 million of capital lease obligations were
      included within the Company’s consolidated balance sheet.








**8.**
            **LITIGATION
                AND CLAIMS**





Beginning
      in or around October 2005, Nationwide Money Services, Inc. (“Nationwide”) filed
      suit against various merchants located in several states alleging that these
      merchants breached the terms of their ATM processing agreements with Nationwide
      or its successor-in-interest, Progressive Ventures, Inc. Many of these actions
      remain pending. The Company recognizes revenue on breached contracts when cash
      is received. During the six-month period ended June 30, 2008, the Company
      received and booked $13,944 of revenue on these breached contracts. The Company
      expresses no opinion as to the likelihood of future success or potential future
      amounts of recovery in these matters.





On
      or
      about July 26, 2006, Nationwide filed suit against ATMs R Us, Inc. (“ATMs R
      Us”), a party with which Nationwide and its successor-in-interest, Progressive
      Ventures, Inc. contracted for the provision of certain maintenance and
      installation services regarding their ATM network and affiliated merchants.
      Nationwide alleges in its complaint claims for breach of contract, tortious
      interference with contractual relations, tortious interference with business
      relations, violations of the Georgia Trade Secrets Act, punitive damages, and
      attorneys’ fees and expenses of litigation. ATMs R Us failed to answer or
      otherwise respond to Nationwide’s complaint. On March 19, 2008, the State Court
      of Cobb County entered default judgment against ATMs R Us in the amount of
      $40,416 plus attorneys' fees and expenses of litigation in the amount of $3,500.
      The Company expresses no opinion as to the likelihood of success or potential
      amount of recovery, and has not recorded income during the six-month periods
      ended June 30, 2008 and 2007 relating to this matter.


19




On
      October 31, 2006, EFT Integration Inc., a wholly-owned subsidiary of the
      Company, filed a lawsuit styled as EFT Integration, Inc. vs DELTACOM, Inc.
      f/k/a
      ITC^DELTACOM Communications, Inc., in the Circuit Court, Fourth Judicial
      Circuit, Duval County, Florida, Case No. 16-2006-CA-007992. EFT Integration,
      Inc. has alleged that between January of 2002 and October of 2006, Deltacom,
      Inc. charged amounts in excess of the rates agreed to for long distance
      telephone service and other services, and refused to provide billing records
      for
      verification, despite demand. In the lawsuit, EFT Integration, Inc. has claims
      pending for an accounting and breach of contract seeking to recover amounts
      overpaid by the Company and seeking other damages. On July 3, 2007, Deltacom,
      Inc. filed a counterclaim in this lawsuit against EFT Integration, Inc.
      asserting claims for breach of contract and for open account seeking payment
      of
      amounts they claim remain unpaid for communications services provided and to
      recover credits previously given to EFT Integration, Inc. The Company expresses
      no opinion as to the likelihood of success or potential amount of recovery,
      and
      has not recorded income during the six-month period ended June 30, 2008 and
      the
      year ended 2007 relating to this matter.




On
      August
      23, 2007, Nationwide filed suit against Resource Express, Inc. (the “Defendant”)
      in the Circuit Court, Seventh Judicial Circuit, St. Johns County, Florida,
      case
      No. CA 071120 for breach of contract. Nationwide alleged that the Defendant
      breached the terms of its Distributor Agreement with Nationwide which was
      entered into to resolve previous litigation between the parties. On June 30,
      2008, the Court entered a Final Default Judgment in favor of Nationwide and
      against the Defendant in the amount of $51,062.88. As of June 30, 2008, the
      judgment is not yet final and the Defendant could file motions or appeals
      affecting the enforceability of the judgment or modifying the terms of the
      judgment. The Company expresses no opinion as to the likelihood of success
      or
      potential amount of recovery or collection relating to this matter, and has
      not
      recorded income during the six-month period ended June 30, 2008 relating to
      this
      matter.





On
      October 19, 2007, the Company was served with process by CAMOFI Master LDC
      ("CAMOFI "), a debt holder of the Company. In the complaint, filed in the United
      States District Court in and for the Southern District of New York, CAMOFI
      alleges material and negligent misrepresentation of the Company’s financial
      results relating to the restatement of 2005 earnings that occurred in 2006
      and
      seeks not less than $2,000,000 in damages (actual amount to be calculated at
      trial) plus all costs and expenses. The Company denied any and all allegations
      of wrongdoing, intends to vigorously defend such action and does not anticipate
      a material financial impact due to this matter. On December 13, 2007, in the
      face of a motion to dismiss that the Company filed, CAMOFI withdrew their
      negligent misrepresentation claim, sent the default notification described
      more
      fully below, and filed an amended complaint for breach of contract, alleging
      that the Company breached certain representations and warranties set forth
      in
      the convertible debt placement agreements and instruments executed by and
      between CAMOFI and the Company in 2006.





Specifically,
      the declaration of default and acceleration from CAMOFI (the "Notice") relates
      to the Company's 9% Senior Subordinated Secured Convertible Note due October
      27,
      2010 in the principal amount of $3,500,000 (the "Note"). The description of
      the
      Note and related transaction contained in the Company's Current Report on Form
      8-K filed with the SEC on November 1, 2005 is hereby incorporated by
      reference.




The
      Notice claims that an event of default has occurred under Section 8(a)(iv)
      of
      the Note. An event of default under Section 8(a)(iv) of the Note occurs if
      any
      representation or warranty made in (i) the Note, (ii) any transaction document
      related to the Note, (iii) any written statement pursuant to the Note, or (iv)
      any other report, financial statement or certificate made or delivered to the
      Investor was untrue or incorrect in any material respect as of the date of
      the
      Note.





The
      Notice demands immediate payment of an amount equal to the sum of (i) 110%
      of
      the principal amount of the Note, plus all accrued and unpaid interest, and
      (ii)
      all other amounts, costs, expenses and liquidated damages due in respect to
      the
      Note. Pursuant to the terms of the Note, any overdue and unpaid interest must
      be
      paid at the rate of 20% per annum from the date such interest was due through
      the date of payment. The Company denies any claim that an event of default
      has
      occurred under Section 8(a)(iv) of the Note and is vigorously defending its
      position. The complaint seeks damages of "not less than $4,679,500"; however,
      even if a court were to determine that there was an event of default under
      the
      Note, the Company estimates that, as of the date hereof, a payment of
      approximately $3,876,250 would be due and payable. A February 1, 2009 non-jury
      trial date has been set in The United States District Court, Southern District
      of New York. Even though the court date is scheduled for February 2009, the
      Company is actively seeking to refinance the CAMOFI debt. Since the court date
      is scheduled for 2009, the Company believes it is unlikely that any resolution
      of this suit will occur before the end of the second quarter of fiscal 2009,
      and
      as such believes that the debt, net of warrant valuation discounts, should
      continue to be categorized as long-term debt as of June 30, 2008. The Company
      believes that all legal expenses relating to this litigation will be covered
      under the Company’s directors and officers insurance policy.


20





On
      April
      3, 2008, the Company was served with process by Sidney Michael Cole ("COLE"),
      an
      investor and shareholder of the Company. In the complaint, filed in the District
      Court of Dallas County, Texas, COLE alleges securities fraud and common law
      fraud relating to the restatement of the Company’s 2005 earnings that occurred
      in 2006. COLE seeks unspecified damages in the complaint. The Company denies
      all
      allegations in the complaint and intends to vigorously defend such action.
      The
      Company believes that all costs including legal expenses relating to this
      litigation will be covered under the Company’s directors and officers insurance
      policy and does not anticipate a material financial impact due to this
      matter.





From
      time
      to time, the Company and its subsidiaries may be parties to, and their property
      is subject to, ordinary, routine litigation incidental to their business.
      Management is not aware of any lawsuits, other than previously discussed that
      could have a material adverse impact on the Company’s consolidated results of
      operations, cash flows or financial position.








**9.**
            **INCOME
                TAXES**





In
      assessing the realizability of the deferred tax assets, management considers
      whether it is more likely than not, that some portion or all of the deferred
      tax
      assets will not be realized. The valuation allowance at June 30, 2008 is related
      to deferred tax assets arising from net operating loss carryforwards. Management
      believes that based upon its projection of future taxable income for the
      foreseeable future, it is more likely than not that the Company will not be
      able
      to realize the full benefit of the net operating loss carryforwards before
      they
      expire due to the amortization and depreciation losses from the projected
      acquisition assets.





At
      December 31, 2007, the Company had net operating loss carryforwards remaining
      of
      approximately $22,969,986 that may be offset against future taxable income
      through 2027. As part of management’s tax strategies we will be reviewing the
      use of the net operating loss carryforwards. The Company is reviewing its tax
      depreciation methods for future utilization of the net operating
      loss.








**10.**
            **CHANGES
                IN STOCKHOLDERS' EQUITY**





See
      the
      table below for all the equity transactions for the three-month period ended
      June 30, 2008:





Additional
            
            
            
            
            
            TotalCommon
                Stock
            
            Paid-in
            
            Accumulated
            
            Treasury
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            Stock
            
            EquityBalances,
                March 31, 2008
            
            
            20,973,924
            
            $
            21,022
            
            $
            22,533,232
            
            $
            (10,216,222
            )
            $
            (11,966
            )
            $
            12,326,066Stock
                compensation expense
            
            
            -
            
            
            -
            
            
            42,376
            
            
            -
            
            
            -
            
            
            42,376Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            450,290
            
            
            -
            
            
            450,290Balances,
                June 30, 2008
            
            
            20,973,924
            
            $
            21,022
            
            $
            22,575,608
            
            $
            (9,765,932
            )
            $
            (11,966
            )
            $
            12,818,732





21





**11.**
            **FAIR
                VALUE MEASUREMENT**





On
      January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for using fair value to measure
      assets and liabilities, and expands disclosures about fair value measurements.
      The statement applies whenever other statements require or permit assets or
      liabilities to be measured at fair value. SFAS 157 is effective for fiscal
      years
      beginning after November 15, 2007, except for nonfinancial assets and
      liabilities that are recognized or disclosed at fair value in the financial
      statements on a nonrecurring basis for which application has been deferred
      for
      one year.





SFAS
      157
      established the following fair value hierarchy that prioritizes the inputs
      used
      to measure fair value:





Level
      1:
      Quoted prices are available in active markets for identical assets or
      liabilities as of the reporting date. Active markets are those in which
      transactions for the asset or liability occur in sufficient frequency and volume
      to provide pricing information on an ongoing basis. Level 1 primarily consists
      of financial instruments such as exchange-traded derivatives, listed equities
      and U.S. government treasury securities.





Level
      2:
      Pricing inputs are other than quoted prices in active markets included in Level
      1, which are either directly or indirectly observable as of the reporting date.
      Level 2 includes those financial instruments that are valued using models or
      other valuation methodologies. These models are primarily industry-standard
      models that consider various assumptions, including quoted forward prices for
      commodities, time value, volatility factors, and current market and contractual
      prices for the underlying instruments, as well as other relevant economic
      measures. Substantially all of these assumptions are observable in the
      marketplace throughout the full term of the instrument, can be derived from
      observable data or are supported by observable levels at which transactions
      are
      executed in the marketplace. Instruments in this category include
      non-exchange-traded derivatives such as over the counter forwards, options
      and
      repurchase agreements.





Level
      3:
      Pricing inputs include significant inputs that are generally less observable
      from objective sources. These inputs may be used with internally developed
      methodologies that result in management’s best estimate of fair value. At each
      balance sheet date, we perform an analysis of all instruments subject to SFAS
      No. 157 and include in Level 3 all of those whose fair value is based on
      significant unobservable inputs.





The
      following table presents our financial assets and liabilities that were
      accounted for at fair value on a recurring basis as of June 30, 2008 by level
      within the fair value hierarchy:





Fair Value Measurements UsingTotal
            
            Level
                1
            
            Level
                2
            
            Level
                3Assets
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Liabilities:Derivative
                financial instruments
            
            $
            57,935
            
            $
            -
            
            $
            57,935
            
            $
            -




Our
      derivative financial instruments are interest rate swap agreements, which are
      observable at commonly quoted intervals for the full term of the derivatives
      and
      therefore considered a level 2 input. During the three-month period ended June
      30, 2008, we recorded $38,363 of income relating to the interest rate swap
      which
      is included in the interest expense, net in our condensed consolidated
      statements of operations.





In
      the
      accompanying condensed consolidated balance sheets, we have recorded debt
      discounted based upon the fair value of detachable warrants as well as an asset
      retirement obligation. As discussed above, the application of SFAS 157 for
      these
      non-recurring items has been deferred.





22





**12.
      SUBSEQUENT EVENTS**





None.








**ITEM
      2. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operation**




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





***Summary***





The
      Company, through its wholly-owned subsidiaries, owns and operates Automated
      Teller Machines ("ATMs”) with locations primarily in the eastern and
      southwestern 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/convenience 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, which are 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 $2.50 per transaction. We do not receive any portion of
      these
      service fees.





In
      most
      markets we impose a surcharge/convenience fee for cash withdrawals.
      Surcharge/convenience fees are a substantial additional source of revenue for
      us
      and other ATM network operators. The surcharge/convenience fee for most of
      the
      ATMs in our network ranges between $1.50 and $2.75 per withdrawal. The
      surcharge/convenience fee for other ATMs in our network ranges between $0.50
      and
      $7.50 per withdrawal. We receive the full surcharge/convenience 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/convenience 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, and only record earned revenues based upon
      the
      Company’s contracts with the third party vendors.





In
      addition to revenues derived from interchange and surcharge/convenience 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 5th and 15th business
      day.
      Surcharge/convenience fees are charged to the cardholder and credited to us
      by
      networks and credit card issuers on a daily basis. We rebate the portion of
      these fees to ATM owners and owners of ATM locations as commission payments
      as
      per their contractual terms. Fees for network management services are generally
      paid to us on a monthly basis.


23





***Results
      of Continuing Operations***





The
      following tables set forth certain consolidated statement of continuing
      operations data as a percentage of revenues for the periods indicated.
      Percentages may not add due to rounding.


24





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Revenues
            
            
            100.0%
            
            
            100.0%Cost
                of revenues
            
            
            55.7%
            
            
            58.4%Gross
                profit
            
            
            44.3%
            
            
            41.6%Depreciation
                expense
            
            
            6.5%
            
            
            6.8%Amortization
                of intangible merchant contracts
            
            
            3.3%
            
            
            3.2%Selling,
                general and administrative
            
            
            22.4%
            
            
            24.5%Impairment
                of notes receivable
            
            
            0.0%
            
            
            0.1%Recovery
                of bad debts
            
            
            0.0%
            
            
            -1.7%Stock
                compensation expense
            
            
            0.7%
            
            
            0.1%Total
                operating expenses
            
            
            32.9%
            
            
            33.0%Operating
                income from continuing operations before items shown below
            
            
            11.4%
            
            
            8.6%Interest
                expense, net
            
            
            -3.7%
            
            
            -5.2%Gain
                on disposal of assets
            
            
            0.0%
            
            
            -0.4%Income
                from continuing operations before provision for income
                taxes
            
            
            7.7%
            
            
            3.0%Income
                from continuing operations
            
            
            7.7%
            
            
            3.0%EBITDA
                (1)
            
            
            21.2%
            
            
            18.2%





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Revenues
            
            
            100.0%
            
            
            100.0%Cost
                of revenues
            
            
            56.1%
            
            
            58.5%Gross
                profit
            
            
            43.9%
            
            
            41.5%Depreciation
                expense
            
            
            6.9%
            
            
            6.9%Amortization
                of intangible merchant contracts
            
            
            3.4%
            
            
            3.3%Selling,
                general and administrative
            
            
            23.0%
            
            
            25.4%Impairment
                of notes receivable
            
            
            0.0%
            
            
            0.1%Recovery
                of bad debts
            
            
            0.0%
            
            
            -0.9%Stock
                compensation expense
            
            
            1.1%
            
            
            0.0%Total
                operating expenses
            
            
            34.4%
            
            
            34.8%Operating
                income from continuing operations before items shown below
            
            
            9.5%
            
            
            6.7%Interest
                expense, net
            
            
            -4.6%
            
            
            -5.6%Gain
                on disposal of assets
            
            
            0.0%
            
            
            -0.2%Income
                from continuing operations before provision for income
                taxes
            
            
            4.9%
            
            
            0.9%Income
                from continuing operations
            
            
            4.9%
            
            
            0.9%EBITDA
                (1)
            
            
            19.8%
            
            
            16.7%





(1)
      See
“—EBITDA”





25





***Comparison
      of Results of Operations for the Three Months Ended June 30, 2008 and
      2007:***





***Revenues***





The
      Company reported total operating revenue from continuing operations of
      $5,845,128 for the three-month period ended June 30, 2008 as compared to
      $5,596,210 for the three-month period ended June 30, 2007. We achieved increased
      revenues from 2007 despite slightly lower transaction volumes. This increase
      was
      mainly due to increased revenues relating to increased surcharge/convenience
      fees on selected ATMs beginning in the first quarter of 2008.




***Cost
      of Revenues***





Our
      total
      cost of revenues from continuing operations decreased from $3,267,497 to
      $3,258,602 for the three-month period ended June 30, 2008. The slight decrease
      in cost of revenues period over period was achieved despite higher fuel charges
      resulting in higher first line and second line maintenance costs and increased
      residual/commission payments to customers from fiscal 2007. Lower interest
      rates
      resulted in lower cash costs for the three-month period in 2008 and offset
      the
      higher maintenance costs and increased residual/commission payments from fiscal
      2007.




***Gross
      Profit***





Gross
      profit from continuing operations as a percentage of revenue for the three-month
      periods ended June 30, 2008 and 2007 were approximately 44.3%, or $2,586,526,
      and approximately 41.6%, or $2,328,713, respectively. The increased gross profit
      and gross profit percentage for the second quarter of 2008 versus the same
      period in 2007 was mainly attributable to the increased surcharge/convenience
      fees on selected ATMs and lower cash costs due to lower interest
      rates.




***Operating
      Expenses***





Our
      total
      operating expenses from continuing operations for the three months ended June
      30, 2008 and 2007 were $1,919,498 and $1,843,020, respectively. The principal
      components of operating expenses are general and administrative expenses such
      as
      professional and legal fees, administrative salaries and benefits, consulting
      and audit fees, occupancy costs, sales and marketing expenses and administrative
      expenses. Operating expenses also include depreciation, amortization of
      intangible merchant contracts, impairment of notes receivable, recovery of
      bad
      debts and stock compensation expenses. See explanation of operating expenses
      below:





***Selling,
      General and Administrative (“SG&A”) Expenses***





Our
      total
      SG&A expenses from continuing operations decreased to $1,307,031 for the
      three-month period ended June 30, 2008 from $1,373,174 for the three-month
      period ended June 30, 2007. The decrease in SG&A expenses from continuing
      operations was directly attributable to the decrease in legal and professional
      fees resulting from cost reduction measures we had undertaken in the first
      two
      quarters of 2008. Additionally, during the three-month period in 2007 we
      incurred approximately $20,000 of costs associated with our shareholder meeting.




***Depreciation
      Expense***





Depreciation
      expense from continuing operations decreased for the three-month period ended
      June 30, 2008 to $377,553 from $382,447 for the same period in 2007. This
      decrease in depreciation expense was mainly due to depreciation savings
      resulting from refinancing several fair market value capital leases to bargain
      price capital leases. This refinancing enables the Company to depreciate the
      assets covered under the respective leases over a longer period of time thus
      recording savings during the three-month period.





***Amortization
      of Intangible Merchant Contracts***





Amortization
      of intangible merchant contracts from continuing operations increased for the
      three-month period ended June 30, 2008 to $192,538 from $176,326 for the same
      period in 2007. The increase in amortization expense was mainly due to the
      additional amortization from the capitalized merchant contracts relating to
      the
      Triple-DES upgrades purchased during the last six months of 2007. See Note
      #2
“Description of Business and Summary of Significant Accounting Policies”
regarding the amortization of intangible merchant contracts.





26





***Impairment
      of Notes Receivable***





During
      the three-month period ended June 30, 2007 we incurred impairment of notes
      receivable charges of $5,743 which related to the settlement of a February
      2004
      note (see Note #4 “Notes Receivable”).





***Recovery
      of Bad Debts***





During
      the three-month period ended June 30, 2007, we recorded a recovery of bad debts
      of $100,000 which related to the settlement of a previously fully reserved
      note
      (see Note #4 “Notes Receivable”).





***Stock
      Compensation Expense***





During
      the three-month periods ended June 30, 2008 and 2007, we recorded stock
      compensation expenses of $42,376 and $5,330, respectively, mainly relating
      to
      executive stock option grants (see Note #2 “Description of Business and Summary
      of Significant Accounting Policies”).





***Operating
      Income from Continuing Operations***





We
      had
      operating income from continuing operations for the three-month period ended
      June 30, 2008 in the amount of $667,028 as compared to operating income from
      continuing operations of $485,693 in the three-month period ended June 30,
      2007.





***Interest
      Expense, Net***





Interest
      expense, net, decreased for the three-month period ended June 30, 2008 to
      $216,738 from $290,909 for the three-month period ended June 30, 2007. The
      decrease was mainly due to decreased debt balances at the three-month period
      ended June 30, 2008 as compared to the debt balances at the three-month period
      ended June 30, 2007. During the three-month period ended June 30, 2008 we
      recorded interest income of $38,363 relating to the interest swap agreement
      we
      entered into with our senior lender.





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Interest
                expense, net
            
            $
            175,241
            
            $
            249,413Accretion
                of discount on notes payable
            
            
            41,497
            
            
            41,496Total
                Interest expense, net
            
            $
            216,738
            
            $
            290,909





***Loss
      on Sale or Disposal of Assets***





During
      the three-month period ended June 30, 2007, we recorded a loss on disposal
      of
      certain ATM assets of $23,877.





***Income
      from Continuing Operations Before Provision for
      Tax***





We
      had
      net income from continuing operations before taxes of $450,290 for the three
      months ended June 30, 2008 as compared to net income from continuing operations
      before taxes of $170,907 for the three-month period ended June 30, 2007.





***Income
      Taxes***





We
      incurred no tax expense in either of the respective periods ending June 30,
      2008
      and June 30, 2007. At December 31, 2007, the Company has a net operating loss
      carryforward of approximately $23.0 million available. The net operating loss
      carryforward is due to expire during fiscal years 2008-2027.





***Net
      Income***





We
      had
      net income of $450,290 for the three months ended June 30, 2008 as compared
      to
      net income of $170,907 for the three-month period ended June 30,
      2007.





27





***Comparison
      of Results of Operations for the Six Months Ended June 30, 2008 and
      2007:***





***Revenues***





The
      Company reported total operating revenue from continuing operations of
      $11,373,488 for the six-month period ended June 30, 2008 as compared to
      $10,867,200 for the six-month period ended June 30, 2007. We achieved increased
      revenues from 2007 despite lower transaction volumes. This increase was mainly
      due to increased revenues relating to increased surcharge/convenience fees
      on
      selected ATMs beginning in the first quarter of 2008.




***Cost
      of Revenues***





Our
      total
      cost of revenues from continuing operations increased slightly from $6,362,171
      to $6,378,646 for the six-month period ended June 30, 2008. The slight increase
      in cost of revenues period over period was mainly due to higher fuel charges
      resulting in higher first line and second line maintenance costs and increased
      residual/commission payments to customers from fiscal 2007. Lower interest
      rates
      resulted in lower cash costs for the six-month period in 2008 and offset the
      higher maintenance costs and increased residual/commission payments from fiscal
      2007.




***Gross
      Profit***





Gross
      profit from continuing operations as a percentage of revenue for the six-month
      periods ended June 30, 2008 and 2007 were approximately 43.9%, or $4,994,842,
      and approximately 41.5%, or $4,505,029, respectively. The increased gross profit
      and gross profit percentage for the first six months of 2008 versus the same
      period in 2007 was mainly attributable to the increased surcharge/convenience
      fees on selected ATMs and lower cash costs due to lower interest
      rates.




***Operating
      Expenses***





Our
      total
      operating expenses from continuing operations for the six months ended June
      30,
      2008 and 2007 were $3,906,016 and $3,776,446, respectively. The principal
      components of operating expenses are general and administrative expenses such
      as
      professional and legal fees, administrative salaries and benefits, consulting
      and audit fees, occupancy costs, sales and marketing expenses and administrative
      expenses. Operating expenses also include depreciation, amortization of
      intangible merchant contracts, impairment of notes receivable, recovery of
      bad
      debts and stock compensation expenses. See explanation of operating expenses
      below:





***Selling,
      General and Administrative (“SG&A”) Expenses***





Our
      total
      SG&A expenses from continuing operations decreased to $2,620,406 for the
      six-month period ended June 30, 2008 from $2,758,459 for the six-month period
      ended June 30, 2007. The decrease in SG&A expenses from continuing
      operations was directly attributable to the decrease in legal and professional
      fees resulting from cost reduction measures we had undertaken in the first
      two
      quarters of 2008. Additionally, during the six-month period in 2007 we incurred
      approximately $20,000 of costs associated with our shareholder
      meeting.




***Depreciation
      Expense***





Depreciation
      expense from continuing operations increased for the six-month period ended
      June
      30, 2008 to $779,257 from $752,973 for the same period in 2007. This increase
      in
      depreciation expense was mainly due to the additional capitalized assets
      relating to the Triple-DES upgrades during the last six months of 2007 offset
      by
      savings due to refinanced capital leases discussed above.





***Amortization
      of Intangible Merchant Contracts***





Amortization
      of intangible merchant contracts from continuing operations increased for the
      six-month period ended June 30, 2008 to $384,329 from $353,941 for the same
      period in 2007. The increase in amortization expense was mainly due to the
      additional amortization from the capitalized merchant contracts relating to
      the
      Triple-DES upgrades purchased during the last six months of 2007. See Note
      #2
“Description of Business and Summary of Significant Accounting Policies”
regarding the amortization of intangible merchant contracts.


28





***Impairment
      of Notes Receivable***





During
      the six-month period ended June 30, 2007 we incurred impairment of notes
      receivable charges of $5,743 which related to the settlement of a February
      2004
      note (see Note #4 “Notes Receivable”).





***Recovery
      of Bad Debts***





During
      the six-month period ended June 30, 2007, we recorded a recovery of bad debts
      of
      $100,000 which related to the settlement of a previously fully reserved note
      (see Note #4 “Notes Receivable”).





***Stock
      Compensation Expense***





During
      the six-month period ended June 30, 2008 and 2007, we recorded stock
      compensation expenses of $122,024 and $5,330, respectively, mainly relating
      to
      executive stock option grants (see Note #2 “Description of Business and Summary
      of Significant Accounting Policies”).





***Operating
      Income from Continuing Operations***





We
      had
      operating income from continuing operations for the six-month period ended
      June
      30, 2008 in the amount of $1,088,826 as compared to operating income from
      continuing operations of $728,583 in the six-month period ended June 30, 2007.





***Interest
      Expense, Net***





Interest
      expense, net, decreased for the six-month period ended June 30, 2008 to $526,381
      from $608,440 for the six-month period ended June 30, 2007. The decrease was
      mainly due to decreased debt balances at the six-month period ended June 30,
      2008 as compared to the debt balances at the six-month period ended June 30,
      2007. During the six-month period ended June 30, 2008 we recorded interest
      expense of $5,679 relating to the interest swap agreement we entered into with
      our senior lender.





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Interest
                expense, net
            
            $
            443,387
            
            $
            525,447Accretion
                of discount on notes payable
            
            
            82,994
            
            
            82,993Total
                Interest expense, net
            
            $
            526,381
            
            $
            608,440





***Loss
      on Sale or Disposal of Assets***





During
      the six-month period ended June 30, 2007, we recorded a loss on disposal of
      certain ATM assets of $23,017.





***Income
      from Continuing Operations Before Provision for
      Tax***





We
      had
      net income from continuing operations before taxes of $562,445 for the six
      months ended June 30, 2008 as compared to net income from continuing operations
      before taxes of $97,126 for the six-month period ended June 30, 2007.





***Income
      Taxes***





We
      incurred no tax expense in either of the respective periods ending June 30,
      2008
      and June 30, 2007. At December 31, 2007, the Company has a net operating loss
      carryforward of approximately $23.0 million available. The net operating loss
      carryforward is due to expire during fiscal years 2008-2027.





29


***Income
      from Discontinued Operations***





We
      had
      income from discontinued operations of $175,000 for the six months ended June
      30, 2007 resulting from the received amounts pertaining to the escrowed portion
      of the Company’s Cash Axcess Corp sale.





***Net
      Income***





We
      had
      net income of $562,445 for the six months ended June 30, 2008 as compared to
      net
      income of $272,126 for the six-month period ended June 30, 2007.





***EBITDA***





EBITDA
      (a
      non-GAAP measure) is defined as earnings before net interest, taxes,
      depreciation and amortization. EBITDA has some inherent limitations in measuring
      operating performance due to the exclusion of certain financial elements such
      as
      depreciation and is not necessarily comparable to other similarly titled
      captions of other companies due to potential inconsistencies in the method
      of
      calculation. Furthermore, EBITDA is not intended to be a substitute for cash
      flows from operating activities, as a measure of liquidity, or an alternative
      to
      net income in determining our operating performance in accordance with
      accounting principles generally accepted in the United States of America. Our
      use of EBITDA should be considered within the following context:





•
We
      acknowledge that our depreciable assets are necessary to earn revenue based
      on
      our current business.





•
Our
      use
      of EBITDA as a measure of operating performance is not based on our belief
      about
      the reasonableness of excluding depreciation when measuring financial
      performance.





•
Our
      use
      of EBITDA is supported by the importance of EBITDA to the following key
      stakeholders:





• Analysts —
who
      estimate our projected EBITDA and other EBITDA-based metrics in their
      independently developed financial models for investors;





• Creditors —
who
      evaluate our operating performance based on compliance with certain EBITDA-based
      debt covenants;





• Investment
      Bankers —
who
      use
      EBITDA and other EBITDA-based metrics in their written evaluations and
      comparisons of companies within our industry; and





• Board
      of Directors and Executive Management —
who
      use
      EBITDA as an essential metric for evaluating management performance relative
      to
      our operating budget and bank covenant compliance, as well as our ability to
      service debt and raise capital for growth opportunities which are a critical
      component to our strategy.








***The
      following table sets forth a reconciliation of net income from continuing
      operations to EBITDA from continuing operations for the three months ended
      June
      30, 2008 and 2007:***





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Net
                income from continuing operations
            
            $
            450,290
            
            $
            170,907Interest
                expense, net
            
            
            216,738
            
            
            290,909Depreciation
                expense
            
            
            377,553
            
            
            382,447Amortization
                of intangible merchant contracts
            
            
            192,538
            
            
            176,326EBITDA
                from continuing operations
            
            $
            1,237,119
            
            $
            1,020,589





Our
      EBITDA from continuing operations increased to $1,237,119 for the second quarter
      of fiscal 2008 from $1,020,589 for the second quarter of fiscal 2007. EBITDA
      from continuing operations as a percentage of revenues increased to 21.2% for
      the second quarter of fiscal 2008 from 18.2% for the second quarter of fiscal
      2007. EBITDA from continuing operations increased 21.2% for the second quarter
      of 2008 from the second quarter of 2007.





30





***The
      following table sets forth a reconciliation of net income from continuing
      operations to EBITDA from continuing operations for the six months ended June
      30, 2008 and 2007:***





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Net
                income from continuing operations
            
            $
            562,445
            
            $
            97,126Interest
                expense, net
            
            
            526,381
            
            
            608,440Depreciation
                expense
            
            
            779,257
            
            
            752,973Amortization
                of intangible merchant contracts
            
            
            384,329
            
            
            353,941EBITDA
                from continuing operations
            
            $
            2,252,412
            
            $
            1,812,480




Our
      EBITDA from continuing operations increased to $2,252,412 for the six months
      of
      fiscal 2008 from $1,812,480 for the six months of fiscal 2007. EBITDA from
      continuing operations as a percentage of revenues increased to 19.8% for the
      six
      months of fiscal 2008 from 16.7% for the six months of fiscal 2007. EBITDA
      from
      continuing operations increased 24.3% for the six months of 2008 from the six
      months of 2007.





***The
      following table sets forth a reconciliation of net income from continuing
      operations to EBITDA from continuing operations before stock compensation
      expense for the three months ended June 30, 2008 and
      2007:***




For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007Net
                income from continuing operations
            
            $
            450,290
            
            $
            170,907Interest
                expense, net
            
            
            216,738
            
            
            290,909Depreciation
                expense
            
            
            377,553
            
            
            382,447Amortization
                of intangible merchant contracts
            
            
            192,538
            
            
            176,326Stock
                compensation expense
            
            
            42,376
            
            
            5,330EBITDA
                from continuing operations before stock compensation
                expense
            
            $
            1,279,495
            
            $
            1,025,919





Our
      EBITDA from continuing operations before stock compensation expense increased
      to
      $1,279,495 for the second quarter of fiscal 2008 from $1,025,919 for the second
      quarter of fiscal 2007. EBITDA from continuing operations before stock
      compensation expense as a percentage of revenues increased to 21.9% for the
      second quarter of fiscal 2008 from 18.3% for the second quarter of fiscal 2007.
      EBITDA from continuing operations before stock compensation expense increased
      24.7% for the second quarter of 2008 from the second quarter of
      2007.




***The
      following table sets forth a reconciliation of net income from continuing
      operations to EBITDA from continuing operations before stock compensation
      expense for the six months ended June 30, 2008 and
      2007:***





For
                the Six Months EndedJune
                30, 2008
            
            June
                30, 2007Net
                income from continuing operations
            
            $
            562,445
            
            $
            97,126Interest
                expense, net
            
            
            526,381
            
            
            608,440Depreciation
                expense
            
            
            779,257
            
            
            752,973Amortization
                of intangible merchant contracts
            
            
            384,329
            
            
            353,941Stock
                compensation expense
            
            
            122,024
            
            
            5,330EBITDA
                from continuing operations before stock compensation
                expense
            
            $
            2,374,436
            
            $
            1,817,810





Our
      EBITDA from continuing operations before stock compensation expense increased
      to
      $2,374,436 for the six months of fiscal 2008 from $1,817,810 for the six months
      of fiscal 2007. EBITDA from continuing operations before stock compensation
      expense as a percentage of revenues increased to 20.9% for the six months of
      fiscal 2008 from 16.7% for the six months of fiscal 2007. EBITDA from continuing
      operations before stock compensation expense increased 30.6% for the six months
      of 2008 from the six months of 2007.


31





***Seasonality***





In
      our
      ATM operations, we traditionally experience higher transaction volumes per
      machine in the second and third quarters than in the first and fourth quarters.
      The increased volumes in the summer months coincide with increased vacation
      travel in the United States.





***Liquidity
      and Capital Resources***





Our
      primary liquidity and capital resource needs are to finance the costs of our
      operations, to make capital expenditures and to service our debt.





We
      have
      funded our operations and investment activities from cash flow generated by
      operations. Net
      cash
      provided by continuing operating activities
      during the six-month period ended June 30, 2008 was $1,310,111, compared to
      the
      net cash provided by continuing operating activities during the six-month period
      ended June 30, 2007 of $914,105. This represented a 43.3% increase year over
      year.





The
      Company used $953,264 for financing activities, mainly paying back senior lender
      notes and capital leases during the six-month period ended June 30, 2008,
      compared to funds used in financing activities of $982,408 for the six-month
      period ended June 30, 2007.





Net
      cash
      used in investing activities was $108,479 during the six-month period ended
      June
      30, 2008, mainly representing net purchases of property and equipment. This
      compares to net cash used in investing activities of $134,113 for the six-month
      period ended June 30, 2007, representing net purchases of property and equipment
      offset by escrow proceeds received from sale of subsidiary.





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
      day’s withdrawals are settled back to the owner of the vault cash on the next
      business day. Both Nationwide 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:





·
            *Wilmington
                Savings Fund Society (WSFS)*.
                Beginning in September 2004 the Company has an arrangement with Wilmington
                Savings Fund Society (“WSFS”) allowing us to obtain up to $20,000,000 in
                vault cash. 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. The contract currently
                in place with WSFS expires on October 31, 2008 with a one year auto
                renewal period unless one party gives 60 days notice of their intention
                not to renew. As of June 30, 2008, the Company had 48 ATMs funded
                by WSFS
                with a vault cash outstanding balance of approximately $893,400 in
                connection with this arrangement.





·
            *First
                Charter*.
                On September 1, 2004, we entered into an arrangement with First Charter
                National Bank (“First Charter”) allowing us to obtain up to $3,000,000 in
                vault cash. We had since increased the line as of December 31, 2006
                to
                $6,000,000. In June 2008, First Charter was acquired by Fifth Third
                Bancorp (“Fifth Third”). Fifth Third’s strategy relating to providing ATM
                vault cash is different than First Charter’s. As a result, Fifth Third
                elected to terminate the contract early. As of June 30, 2008, the
                Company
                had no ATMs funded by Fifth Third. All ATMs that were previously
                funded by
                First Charter are now funded by U.S.
                Bank.





·
            *Elan
                (formerly GenPass Technologies)*.
                On November 24, 2006 we signed a Cash Provisioning Agreement with
                Elan
                allowing us to obtain up to $22,000,000 in vault cash. The Elan contract
                may be terminated by Elan 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 average terminal balance
                plus
                a load factor. In addition, we are required to maintain insurance
                on the
                vault cash. The contract currently in place with Elan expires on
                August
                11, 2008 with a one year auto renewal period unless one party gives
                180
                days notice of their intention not to renew. As of June 30, 2008,
                the
                Company had 921 ATMs funded by Elan with a vault cash outstanding
                balance
                of about approximately $19,135,600.




32




·
            *Various
                Branded Cash Partners*.
                Nationwide 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 is that this reduces the costs associated with vault cash,
                cash
                replenishment and first line maintenance by approximately 50%. Another
                advantage is that with a branded ATM, transactions volumes traditionally
                increase more than at non-branded ATMs. As of June 30, 2008, Nationwide
                had 55 branded financial partners, which funded 571 ATMs.





***Working
      Capital***





As
      of
      June 30, 2008, we had current assets of $2,373,603 and current liabilities
      of
      $4,296,972, which results in a negative working capital of $1,923,369 as
      compared to current assets of $2,470,721 and current liabilities of $5,620,206
      resulting in a negative working capital of $3,149,485 as of June 30, 2007.
      The
      ratio of current assets to current liabilities increased to 0.55 at June 30,
      2008 from 0.44 at June 30, 2007. Despite the negative working capital, we
      believe that if we achieve our business plan, we will have sufficient working
      capital to meet our remaining and current obligations during 2008. As of June
      30, 2008, we were in compliance with all applicable covenants and ratios under
      its Fourth Amended and Restated Loan Agreement with Wachovia Bank.





***Impact
      of Inflation and Changing Prices***





We
      were
      not impacted by inflation during the past two fiscal years in any material
      respect. Interest rate decreases have decreased the rental cost of our vault
      cash. As the interest rates decrease and vault cash costs decrease, this will
      have a more favorable impact on the Company’s income.








**ITEM
      3. Quantitative and Qualitative Disclosure About Market Risk**





Not
      applicable.








**ITEM
      4. Controls and Procedures**





Not
      applicable.








**ITEM
      4T. Controls and Procedures**





***Evaluation
      of Disclosure Controls and Procedures***




The
      Company has established disclosure controls and procedures to ensure that
      material information relating to the Company, including its consolidated
      subsidiaries, is made known on a timely basis to the officers who certify its
      financial reports and to other members of senior management and the Company’s
      board of directors. Based on their evaluation as of June 30, 2008, the principal
      executive officer and principal financial officer of the Company have concluded
      that the Company’s disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective
      to ensure that the information required to be disclosed by the Company in the
      reports that it files or submits under the Securities Exchange Act of 1934
      is
      recorded, processed, summarized and reported within the time periods specified
      in SEC rules and forms.


33





***Changes
      in Internal Control Over Financial Reporting***





There
      were no changes to internal controls over financial reporting that occurred
      during the three months ended June 30, 2008, that have materially affected,
      or
      are reasonably likely to materially impact our internal controls over financial
      reporting.





**PART
      II - OTHER INFORMATION**





**ITEM
      1. Legal Proceedings**





Information
      regarding legal proceedings is contained in Note #8 (“Litigation and Claims”) to
      the Condensed Consolidated Financial Statements contained in this report and
      is
      incorporated herein by reference.





**ITEM
      1A. Risk Factors**





There
      were no material changes from the risk factors previously disclosed in Risk
      Factors within “Item 1. Description of Business” included in our Annual Report
      on Form 10-KSB for the year ended December 31, 2007.





**ITEM
      2. Unregistered Sale of Equity Securities and Use of
      Proceeds**





None.





**ITEM
      3. Defaults upon Senior Securities**





None.





**ITEM
      4. Submission of Matters to a Vote of Security Holders**





None.





**ITEM
      5. Other Information**





None.





**ITEM
      6. Exhibits**





***Exhibit
      Description***





3.1
            
            Articles
                of Incorporation - Restated and Amended May 30, 2001(Incorporated
                by
                reference to form 10KSB filed with the SEC on March 31,
                2003)3.2
            
            By-Laws
                of Global Axcess Corp - As Amended (Incorporated by reference to
                form
                10KSB filed with the SEC on March 31, 2003)3.3
            
            Amendment
                to the Articles of Incorporation (Incorporated by reference to Form
                8-K
                filed with the SEC on May 3, 2005)4.1
            
            Securities
                Purchase Agreement dated March 11, 2005 of Global Axcess Corp
                (Incorporated by reference to Form 8-K filed with the SEC on April
                4,
                2005)




34




4.2
            
            Form
                of Common Stock Purchase Warrant (Incorporated by reference to Form
                8-K
                filed with the SEC on April 4, 2005)4.3
            
            Securities
                Purchase Agreement dated October 27, 2005 entered by and between
                the
                Company and the Investor (Incorporated by reference to Form 8-K filed
                with
                the SEC on November 1, 2005)4.4
            
            9%
                Senior Subordinated Secured Convertible Note dated October 27, 2005
                issued
                by the Company to the Investor (Incorporated by reference to Form
                8-K
                filed with the SEC on November 1, 2005)4.5
            
            Common
                Stock Purchase Warrant dated October 27, 2005 issued by the Company
                to the
                Investor (Incorporated by reference to Form 8-K filed with the SEC
                on
                November 1, 2005)4.6
            
            Registration
                Rights Agreement dated October 27, 2005 entered by and between the
                Company
                and the Investor (Incorporated by reference to Form 8-K filed with
                the SEC
                on November 1, 2005)4.7
            
            Subsidiary
                Guarantee dated October 27, 2005 (Incorporated by reference to Form
                8-K
                filed with the SEC on November 1, 2005)4.8
            
            Subordination
                Agreement dated October 27, 2005 entered by and between the Company,
                the
                Investor and Wachovia (Incorporated by reference to Form 8-K filed
                with
                the SEC on November 1, 2005)4.9
            
            Security
                Agreement dated October 27, 2005 entered by and between the Company
                and
                the Investor (Incorporated by reference to Form 8-K filed with the
                SEC on
                November 1, 2005)4.10
            
            Third
                Amended and Restated Loan Agreement dated October 27, 2005 entered
                by and
                between the Company and Wachovia (Incorporated by reference to Form
                8-K
                filed with the SEC on November 1, 2005)4.11
            
            Promissory
                Note dated October 27, 2005 issued by the Company to Wachovia
                (Incorporated by reference to Form 8-K filed with the SEC on November
                1,
                2005)4.12
            
            Form
                of Subscription Agreement dated November 8, 2005 (Incorporated by
                reference to Form 8-K filed with the SEC on November 15,
                2005)4.13
            
            Form
                of Common Stock Purchase Warrant dated November 8, 2005 (Incorporated
                by
                reference to Form 8-K filed with the SEC on November 15,
                2005)4.14
            
            Consolidated
                Renewal Promissory Note dated August 28, 2007 issued by Company to
                Wachovia (Incorporated to form 8-K filed with the SEC on October
                1,
                2007)4.15
            
            Fourth
                Amended and Restated Loan Agreement entered by and between the Company
                and
                Wachovia (incorporated by reference to Form 8-K filed October 1,
                2007).10.1
            
            Employment
                Agreement dated July 1, 2008 by and between the Company and George
                McQuain
                (incorporated by reference to Form 8-K filed July 2,
                2008).10.2
            
            Director
                Compensation Arrangements31.1
            
            Certification
                of the Chief Executive Officer of Global Axcess Corp Certification
                of the
                Chief Financial Officer of Global Axcess Corp31.2
            
            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 Corppursuant
                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.


35




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as of August
      6,
      2008 the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





GLOBAL
      AXCESS CORP





By: */s/
      George A. McQuain* George
      A.
      McQuain President
      and 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 Registrant and in the
      capacities indicated on the 6 th day of
      August ,
      2008.








Signature
            
            Title*/S/
                Walter A. Howell*Walter
                A. Howell
            
            Director*/S/
                Lock Ireland*Lock
                Ireland
            
            Vice
                Chairman and Director*/S/
                Robert Landis*Robert
                Landis
            
            Director*/S/
                Michael J. Loiacono*Michael
                J. Loiacono
            
            Chief
                Financial Officer and Chief Accounting Officer*/S/
                Joseph Loughry*Joseph
                Loughry
            
            Chairman
                and Director*/s/George
                A. McQuain*George
                A. McQuain
            
            President,
                CEO and Director*/S/
                Alan Rossiter*Alan
                Rossiter
            
            Director





36