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

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

                                   FORM 10-QSB
(MARK ONE)

/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the quarter year ended March 31, 2003
                                       OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from ___________ to ___________

                                     0-17874
                            (Commission file number)

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

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

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

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

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

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

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

     Check whether the Issuer: (1) has filed all reports required to be filed by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
3  months (or for such shorter period that the Issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.      Yes /X/     No / /
     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not contained herein, and will not be contained, to the
best  of  the  Issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in  Part  II  of  this  Form  10-QSB.  [X]



As of May 12, 2003, the Issuer had 22,873,148 shares outstanding of the Common
Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).
<PAGE>
<TABLE>
<CAPTION>
                                 TABLE OF CONTENTS                                    Page No.

PART  I
               <S>                                                                        <C>

  Item  1.  Financial Statements                                                           3
  Item  2.  Management's Discussion and Analysis of Financial Condition
            and Results  of  Operations                                                   11
  Item  3.  Controls and Procedures                                                       22

PART  II

  Item 1.   Legal Proceedings                                                             23
  Item 2.   Changes in Securities                                                         23
  Item 3.   Defaults Upon Senior Securities                                               23
  Item 4.   Submission of Matters to a Vote of Security Holders                           23
  Item 5.   Other Information                                                             23
  Item 6.   Exhibits and Reports on Form 8-K                                              23

</TABLE>


Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Factors That May Affect Future Results of
Operations." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the remaining Quarterly Reports on Form 10-QSB to be filed in 2003. When used in
this report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "targets," "estimates," and similar expressions are generally intended
to identify forward-looking statements. You should not place undue reliance on
the forward-looking statements, which speak only as of the date of this
Quarterly Report on Form 10-QSB. We undertake no obligation to publicly release
any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.

Estimates of future financial results are inherently unreliable.

From time to time, representatives of 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.


                                       1
<PAGE>
In addition, representatives of the Company may occasionally comment publicly on
the perceived reasonableness of published reports by independent analysts
regarding the Company's projected future performance. Such comments should not
be interpreted as an endorsement or adoption of any given estimate or range of
estimates or the assumptions and methodologies upon which such estimates are
based. Undue reliance should not be placed on any comments regarding the
conformity, or lack thereof, of any independent estimates with the Company's own
present expectations regarding its future results of operations. The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making their
estimates are likely different in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes in the
Company's business, market conditions or the general economic climate may have
varying effects on the results obtained through the use of differing analyses
and assumptions. The Company expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.


                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                               GLOBAL AXCESS CORP.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                   PAGE NO.


Financial statements

      <S>                                                                             <C>
     Condensed consolidated balance sheet (unaudited)                                  4

     Condensed consolidated statements of operations (unaudited)                       5

     Condensed consolidated statements of cash flows (unaudited)                       6

     Notes to condensed consolidated financial statements (unaudited)                  7


</TABLE>

                                       3
<PAGE>
                               GLOBAL AXCESS CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          ASSETS

                                                                                      March 31, 2003
        <S>                                                                                   <C>

Current assets
  Cash .........................................................................         $    90,637
  Automated teller machine vault cash ..........................................             812,353
  Accounts receivable, net .....................................................             271,091
  Prepaid expense and other current assets .....................................              60,987
                                                                                         ------------
                         Total current assets ..................................           1,235,068

Fixed assets, net ..............................................................           1,518,885

Other assets
  Intangible assets, net .......................................................           2,003,861
  Other assets .................................................................              80,696
                                                                                         ------------

Total assets ...................................................................         $ 4,838,510
                                                                                         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities .....................................         $ 1,055,865
  Automated teller machine vault cash payable ..................................             812,353
  Due to related parties .......................................................             245,947
  Notes payable-related parties - current portion ..............................             351,288
  Notes payable - current portion ..............................................              37,820
  Capital lease obligations - current portion ..................................             228,853
                                                                                         ------------
                         Total current liabilities .............................           2,732,126

Long-term liabilities
  Notes payable-related parties - long-term portion ............................             345,803
  Notes payable - long-term portion ............................................              49,805
  Capital lease obligations - long-term portion ................................                --
                                                                                         ------------

Total liabilities ..............................................................           3,127,734

Commitments and contingencies ..................................................

Stockholders' equity
  Preferred stock $0.001 par value; 25,000,000 shares
     authorized, no shares issued and outstanding ..............................
  Common stock; $0.001 par value; 75,000,000 shares
     authorized, 24,528,148 shares issued and 22,873,148
     shares outstanding ........................................................              22,873
  Additional paid-in capital ...................................................           8,305,877
  Prepaid consulting services paid in common stock .............................             (17,500)
  Accumulated deficit ..........................................................          (6,600,474)
                                                                                         ------------
                         Total stockholders' equity ............................           1,710,776
                                                                                         ------------

Total liabilities and stockholders' equity .....................................         $ 4,838,510
                                                                                         ============
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>
                               GLOBAL AXCESS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                         Three Months Ended March 31,
                                    ---------------------------------------
                                           2003                2002
                                    ---------------------------------------


<S>                                  <C>             <C>
Revenues .........................   $  2,447,877    $  2,749,749

Cost of revenues
                                        1,634,212       1,935,248
                                        ----------      ----------

    Gross profit .................        813,665         814,501

Operating expenses

    Depreciation and amortization         209,569         427,287
    General and administrative            694,266         405,197
                                        ----------      ----------

      Total operating expenses            903,835         832,484
                                        ----------      ----------

Loss from operations
                                          (90,170)        (17,983)

Other income (expense)
    Interest expense                       25,693          51,066
                                        ----------      ----------

      Total other income (expense)        (25,693)        (51,066)
                                        ----------      ----------

Loss before provision for income
taxes ............................       (115,863)        (69,049)

Provision for income tax benefit           39,000          28,000
                                        ----------      ----------

Net loss ........................    $    (76,863)   $    (41,049)
                                     =============   =============

Basic and diluted loss per common
share ............................   $      (0.00)   $      (0.00)
                                     =============   =============

Basic and diluted weighted average
    common shares outstanding          22,873,148      21,624,131
                                     =============   =============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                        5
<PAGE>
                               GLOBAL AXCESS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                 Three months ended March 31,
                                                           ----------------------------------------
                                                                  2003                2002
                                                           ----------------------------------------

Cash flows from operating activities:
<S>                                                        <C>                  <C>
   Net loss                                                $     (76,863)        $    (41,049)
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
     Depreciation and amortization                               209,569              427,287
   Changes in operating assets and liabilities:
     Change in automated teller machine vault cash              (548,650)             (44,708)
     Change in accounts receivable, net                           (6,997)             (55,794)
     Change in prepaid expense and other current assets           26,843                   --
     Change in other assets                                      (38,500)              (5,325)
     Change in accounts payable and accrued liabilities          (52,725)            (150,784)
     Change in automated teller machine vault cash payable       548,650                   --
     Change in due to related parties                            (16,500)                  --
                                                           --------------------- -------------------
        Net cash provided by operating activities                 44,827              129,627

Cash flows from investing activities:
   Purchase of fixed assets                                       (1,253)                  --
   Proceeds from sale of fixed assets                                 --               50,150
                                                           --------------------- -------------------
        Net cash provided (used) by investing activities          (1,253)              50,150

Cash flows from financing activities:
    Proceeds from borrowing on notes payable                          --               16,108
    Principal payments on notes payable                           (1,000)             (10,000)
   Principal payments on capital lease obligations               (68,505)            (167,578)
                                                           --------------------- -------------------
        Net cash used by financing activities                    (69,505)            (161,470)
                                                           --------------------- -------------------

Net increase (decrease) in cash                                  (25,931)              18,307

Cash, beginning of period                                        116,568              255,022
                                                           --------------------- -------------------

Cash, end of period                                         $     90,637         $    273,329
                                                           ===================== ===================

Supplemental disclosure of cash flow information:
   Cash paid for income taxes                               $        --          $         --
                                                           ===================== ===================
   Cash paid for interest                                   $      6,971         $      8,975
                                                           ===================== ===================

Schedule of non-cash financing activities:
   Issuance of 3,961,166 shares of common stock in
   satisfaction of
     due to related parties                                $           -         $    514,951
                                                           ===================== ===================
   Issuance of 80,000 shares of common stock in
   satisfaction of stock payable                           $           -         $     38,400
                                                           ===================== ===================
   Issuance of 37,299 shares of common stock in
   satisfaction of account payable                         $          --         $      4,364
                                                           ===================== ===================
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       6
<PAGE>
                               GLOBAL AXCESS CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED



1. BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements have been
     prepared in accordance with Securities and Exchange Commission requirements
     for interim financial statements. Therefore, they do not include all of the
     information and footnotes required by accounting principles generally
     accepted in the United States for complete financial statements. The
     financial statements should be read in conjunction with the Forms 10-KSB
     for the year ended December 31, 2002 of Global Axcess Corp. ("the
     Company").

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

     The interim financial information is unaudited. In the opinion of
     management, all adjustments necessary to present fairly the financial
     position as of March 31, 2003 and the results of operations and cash flows
     presented herein have been included in the financial statements. Interim
     results are not necessarily indicative of results of operations for the
     full year.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

3. STOCK-BASED EMPLOYEE COMPENSATION

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

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

3. STOCK-BASED EMPLOYEE COMPENSATION (continued)

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

                                                                       Three months ended March 31,
                                                                           2003            2002
                                                                       -------------  -------------
                      <S>                                                     <C>            <C>
                  Net loss, as reported                                $     (76,863) $     (41,049)
                  Deduct: Stock-based employee compensation
                   expense included in reported loss,
                   net of related tax effects                                     --             --
                  Add: Total stock-based employee
                   compensation expense determined under
                   fair value based methods for all awards,
                   net of related tax effects                                (70,689)      (126,154)
                                                                       -------------  -------------
                  Pro forma net loss                                   $    (147,552) $    (167,203)
                                                                       =============  ==============

                  Net loss per common share
                   Basic and diluted loss, as reported                 $       (0.00) $       (0.00)
                                                                       ============== ==============
                   Basic and diluted loss, pro forma                   $       (0.01) $       (0.01)
                                                                       =============  ==============
</TABLE>

     In December 2002, the FASB issued SFAS No. 148, "Accounting for
     Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends
     the transition and disclosure provisions of SFAS No. 123. The Company is
     currently evaluating SFAS No. 148 to determine if it will adopt SFAS No.
     123 to account for Employee stock options using the fair value method and,
     if so, when to begin transition to that method.


4. EMPLOYEE AGREEMENT

     During February 2003, The Company entered into an employee agreement with
     David J. Surette whereby Mr. Surette is employed as the Chief Financial
     Officer with a base salary of $120,000 annually. The agreement may be
     terminated by either party. Mr. Surette also received a signing bonus of
     stock options to purchase 200,000 shares of common stock with an exercise
     price of $0.07 per share. The Company recorded no compensation under APB
     Opinion No. 25.

5. COMMITMENTS AND CONTINGENCIES

     Leased facilities - During March 2003, The Company renewed the operating
     lease for their facilities under a non-cancelable operating lease. The
     agreement calls for an annual base rent of approximately $180,326 with an
     annual escalation rate of 3%.

     Future minimum rental payments required under the operating lease for
     the office facilities as of March 31, 2003, are as follows:
<TABLE>
<CAPTION>

<S>                                                                                     <C>
         April 1, 2003 through December 31, 2003                                        $        135,245
         2002                                                                                    184,383
         2003                                                                                    189,915
         2004                                                                                     47,827
                                                                                        ----------------

                                                                                        $        557,370

</TABLE>
                                       8
<PAGE>
                               GLOBAL AXCESS CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

5. COMMITMENTS AND CONTINGENCIES (continued)

     Potential future issuance of common shares - Pursuant to various
     agreements, if shares issued by the Company to these respective parties do
     not maintain its value equal to or greater than $1.00 the Company would be
     required to issue additional shares to offset the decline on such shares in
     order to maintain the overall value of the total shares issued related to
     such agreements. In May 2002, all agreements with this provision were
     delayed by written mutual consent until at least July 1, 2003, this
     represents up to a twelve-month extension in some cases. As of December 31,
     2002 when the stock was valued at approximately $404,400 or $0.08 a share,
     whereby approximately 5,055,000 shares were held by these parties, if the
     stock maintained that value on July 1, 2003, approximately 58,133,000
     shares would need to be issued.

6. SUBSEQUENT EVENTS

     Legal proceedings - During April 2003 the Company received a
     notification from the District Court of the State of Texas for the County
     of Dallas, in regards to a complaint by Mr. Vaneet Dugal, claiming
     Nationwide Money Services, Inc.(through the Tallent acquisition) owed Mr.
     Dugal $50,000 for vault cash. The Company has an agreement with Mr. Jimmy
     Tallent indemnifying the Company, specifically for any claims brought about
     by Mr. Dugal, therefore the Company's management believes the claim will
     not have a material adverse effect on the Company's consolidated results of
     operations, cash flows or financial position.

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

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

     Negotiation for forbearance - As of April 2003, the Company has been
     in negotiations with Cardservice International, Inc. to change the terms of
     current notes payable. During the period of renegotiation, payments on the
     Notes Payable have been in forbearance.

                                       10
<PAGE>
                               GLOBAL AXCESS CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

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


The following discussion (presented in millions, except per share amounts)
should be read in conjunction with the consolidated financial statements and
notes thereto.

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Factors That May Affect Future Results of
Operations." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the remaining Quarterly Reports on Form 10-QSB to be filed in 2003. When used in
this report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "targets," "estimates," "looks for," "looks to," and similar
expressions are generally intended to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements, which speak
only as of the date of this Quarterly Report on Form 10-QSB. We undertake no
obligation to publicly release any revisions to the forward-looking statements
or reflect events or circumstances after the date of this document.

Summary

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

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

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

                                       11
<PAGE>
In addition to revenues derived from interchange and surcharge fees, we also
derive revenues from providing network management services to third parties
owning ATMs included in our ATM network. These services include 24 hour
transaction processing, monitoring and notification of ATM status and cash
condition, notification of ATM service interruptions, in some cases, dispatch of
field service personnel for necessary service calls and cash settlement and
reporting services. The fees for these services are paid by the owners of the
ATMs.

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

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

Critical Accounting Policies

The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend our business activities. To aid
in that understanding, management has identified our "critical accounting
policies". When more than one accounting principle, or the method of its
application, is generally accepted, management selects the principle or method
that is appropriate in the specific circumstances. Application of these
accounting principles requires our management to make estimates about the future
resolution of existing uncertainties. As a result, actual results could differ
from these estimates. Accordingly, these policies have the potential to have a
significant impact on our financial statements, either because of the
significance of the financial statement item to which they relate, or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
In preparing these financial statements, management has made its best estimates
and judgments of the amounts and disclosures included in the financial
statements, giving due regard to materiality. Except as separately discussed, we
do not believe there is a great likelihood that materially different amounts
would be reported under different conditions or by using different assumptions
pertaining to the accounting policies described below.

                                       12
<PAGE>
Revenue Recognition Policies. We recognize revenues as ATM card holders use ATMs
or as services are rendered to customers. In connection with recording revenue,
estimates and assumptions are required in determining the expected conversion of
the revenue streams to cash collected. The reserve estimation process requires
that management make assumptions based on historical results, future
expectations, the industry's economic and competitive environment, changes in
the creditworthiness of our customers, and other relevant factors. Revenues are
also adjusted with positive and negative processing accruals occurring in the
operation of the Company's ATM network in the ordinary course
of business. It is the policy of the Company to book as revenue all surcharge
and interchange it receives, whether for its owned ATMs or for those it manages.
In the case of managed ATMs, the Company then books as a commission all monies
paid to the owners of the ATMs. Where the Company provided only processing
services through it's wholly owned subsidiary, EFT Integration, the Company only
records the fees it charges to its customers as revenue. During consolidation of
the financial statements the Company eliminates the revenue earned by EFT
Integration for the processing of Company owned or managed ATMs.
Surcharge fees are fees assessed directly to the consumer utilizing the ATM
terminals owned by the Company. The surcharge fees assessed range from $1.50 to
$2.50 based upon a cash withdrawal transaction from the ATM terminals.

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

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

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


Allowance of Uncollectible Accounts Receivable. Accounts receivable have been
reduced by an allowance for amounts that may become uncollectible in the future.
This estimated allowance is based primarily on management's evaluation of the
financial condition of the customer and historical experience.

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

See change in depreciable lives of equipment in section "Cost of Revenues".

Comparison of Results of Operations for the Three Months Ended March 31,
2003 and 2002

                                       13
<PAGE>
Revenues. Our total revenues decreased to $2,447,877 for the three month period
ended March 31, 2003 (1st quarter ended 2003) from $2,749,749 for the three
month period ended March 31, 2002 (1st quarter ended 2002). This decrease is
mainly due to reductions in unprofitable site locations. There were 3,614 in the
1st quarter of 2002 as compared to $3,332 for the same period in 2003.

Cost of Revenues. Our total cost of revenues decreased from $1,944,483 or 71% of
revenue to $1,634,212 or 66% of revenue in the three month periods ended March
31, 2002 and 2003, respectively. The principal components of cost of revenues
are cost of cash and cash replenishment, maintenance, producing salaries,
telecommunication services and transaction processing charges, interchange and
surcharge rebates, and ATM site rentals. The decrease in cost of revenues is
mainly attributable to the fact that higher cost sites were reduced and better
contracts for maintenance, cash replenishment and telecommunications were
achieved.

Other contributing factors for this decrease are mainly due to the following:

    o cost reduction due to the pay-off of various leases during 2002;
    o cost reduction of salaries and wages attributable to cost of revenues;
    o increase in transaction credits and rebates to retail clients at time
      of renewal of contracts;
    o the expansion of the number of ATMs under the Branded Cash program

Gross Margin. Gross profit as a percentage of revenues was 33% in 2003 and 30%
in 2002. The increase in the 1st quarter 2003 was caused by a number of factors,
including the factors listed above in Cost of Revenue.

Operating Expenses. Our total operating expenses increased to $903,835 or 37% of
revenue during the 1st quarter, 2003 from $832,484 or 30% of revenue during the
1st quarter, 2002. The principal components of operating expenses are
professional fees, administrative salaries and benefits, depreciation and
amortization, consulting fees, occupancy costs, sales and marketing expenses and
administrative expenses. The increase is mainly attributable to an increase in
one time professional and legal fees that helped to settle outstanding lawsuits
during the 1st quarter 2003 as well as other professional fees that will be
reduced in the forthcoming quarters. During the year 2002 the Company changed
the estimate of the useful lives of its ATMs from five years to seven years.
This decreased the amount of depreciation booked in 2003 by $217,718.

Interest Expense. Interest expense decreased to $25,693 or 1% of revenue in the
1st quarter 2003 from $51,066 or 1.9% of revenue in the 1st quarter 2002. This
was mainly due to reduced principle and to a lower cost of debt during the
three-month period ended 2003.

Income before Taxes. We had a loss before taxes of $76,863 during the
three-month period ended March 31, 2003 compared to a loss of $69,049 during the
three-month period March 31, 2002, as a result of the factors discussed above.

Income Taxes. We paid no income taxes in either of the respective three month
periods ending March 31, 2003 and 2002. This was a result of a net operating
loss carry-forward from 2001 of $6,623,640. We have unused operating loss carry
forwards which will expire in various periods through 2022.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital Deficit. As of March 31, 2003, the Company had current assets of
$1,235,068 and current liabilities of $2,732,126, which results in a working
capital deficit of $1,497,058, as compared to current assets of $3,431,766 and
current liabilities of $5,655,429 resulting in a working capital deficit of
$2,223,663 as of March 31, 2002. The ratio of current assets to current
liabilities decreased to .45 at March 31, 2003 from .61 at March 31, 2002. Thus,
the overall working capital deficit decreased by $726,605. The decrease in the
deficit resulted from the pay-off of various leases amounting to approximately
$563,252, a reduction of Notes Payable to related parties of $191,500 and Notes
Payable in the amount of approximately $176,000. These amounts were paid out of
Cash and collected Accounts Receivable for approximately $399,000.

                                       14
<PAGE>
Additional Funding Sources

We have funded our operations and capital expenditures from cash flow generated
by operations, capital leases, and from the settlement of various issues with
third parties. Net cash provided by operating activities was $44,827 and
$129,627 during the 1st quarters 2003 and 2002, respectively. Net cash provided
by operating activities in three month period ending March 31, 2003 consisted
primarily of a loss of $(115,863) and depreciation and amortization of $209,569,
an increase in accounts receivable of $6,997, a decrease in prepaid expenses of
$26,843, a decrease in accounts payable and accrued expenses of $52,725 and a
decrease in amounts due to related parties of $16,500. The cash provided by
operating activities allowed us to pay off or pay-down $68,505 for various lease
obligations.

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

In order to address this potential for growth, the Company has taken steps to
raise additional funds to finance its operations, including the potential for
making strategic acquisitions, which could better position the Company for
growth. Historically, the Company has relied primarily upon institutional
investors for this purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company is presently
conducting a private placement and is attempting to raise gross proceeds of
approximately $500,000 through the sale of shares of common stock together with
common stock purchase warrants to a limited number of accredited investors. The
Company has recently commenced this offering and can provide no assurance that
it will be able to raise funding pursuant to such offering.

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

The Company is continuing its efforts to raise additional capital through equity
or debt financings. The Company estimates to continue its current business plan
and acquisition strategy, it will require approximately $2,500,000 in additional
working capital to meet its needs for the next 12 months for such items as new
ATM leases, software development and acquisitions.

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

                                       15
<PAGE>
The Company does not use its own funds for vault cash, but rather relies upon
third party sources. The Company in general rents the vault cash from financial
institutions and pays a negotiated interest rate for the use of the money. The
vault cash is never in the possession of, controlled or directed by the Company
but rather cycles from the bank, to the armored car carrier, and to the ATM.
Each days withdrawals are settled back to the owner of the vault cash on the
next business day. Both Nationwide Money and its customers (the merchants) sign
a document stating that the vault cash belongs to the financial institution and
that neither party has any legal rights to the funds. The required vault cash is
obtained under the following arrangements.

   o     Palm Desert Bank.  Nationwide Money Services has been using Palm
         Desert National Bank as a vault cash provider since April
         of 2001.  This relationship was limited to the funding of
         a specific portfolio of ATMs and as a result limited the growth
         potential of the relationship.  During the third quarter of 2002,
         Nationwide Money and Palm Desert initiated discussions to
         expand the relationship and for Palm Desert to provide vault
         cash for additional ATMs.  As of 3/31/2003, Nationwide Money
         had 37 ATMs funded by Palm Desert with a vault cash outstanding
         balance of about $682,000.  In January 2003, we entered into
         an arrangement with Palm Desert allowing us to obtain up to
         $10,000,000 in vault cash. The Palm Desert Bank arrangement has
         a term of two years and may be terminated by Palm Desert Bank
         upon breach by us and upon the occurrence of certain other
         events.  Under this arrangement, we are required to pay a monthly
         service fee on the outstanding amount equal to the prime
         rate of interest, plus a specified percentage, and must pay monthly
         "bank" fees. Additionally the Company is required to
         make a deposit with Palm Desert Bank in amount determined by the
         outstanding balance. We are also required to maintain
         insurance on the vault cash.

   o     WSFS. On May 15, 2000, we entered into an arrangement with Wilmington
         Savings Fund Society ("WSFS") allowing us to obtain up to $2,000,000 in
         vault cash. In May 2002, we renewed the agreement with WSFS and
         increased the vault cash limit to $5,000,000 and the new contract has a
         month-to-month term. As of March 31, 2003, approximately $2,900,000 was
         outstanding. The WSFS contract may be terminated by WSFS at any time
         upon breach by us and upon the occurrence of certain other events.
         Under this arrangement, we are required to pay a monthly service fee on
         the outstanding amount equal to the prime rate of interest, plus a
         specified percentage, and must pay monthly "bank" and insurance fees.
         We are also required to maintain insurance on the vault cash.

   o     Various Branded Cash Partners.  Nationwide Money has partnered with
         numerous banks and credit unions to market specific
         Nationwide ATMs to the cardholders of these institutions.
         We add signage and marketing material to the ATM so that the ATM
         is easily identified as being associated with the bank or credit
         union, and the cardholders of these institutions receive
         surcharge free transactions at the designated ATMs.  This provides
         the bank or credit union additional marketing power and
         another point of access to funds for their cardholders.
         In return for this benefit, the bank or credit union, provide and
         manage the vault cash in the specified ATM(s), as well as provide
         and pay for cash replenishment and first line
         maintenance.  The advantage to Nationwide Money is that this reduces
         the costs associated with vault cash, cash replenishment and
         first line by approximately 50%.  Another advantage is that with
         a branded ATM, transactions volumes traditionally increase more
         than at a non-branded ATM.  As of 12/31/02, Nationwide Money had
         25 branded partners, which funded 301 ATMs in 8 states,
         with about $8 million in outstanding vault cash.

                                       16
<PAGE>
   o     During the fourth quarter of calendar year 2001, a previous vault cash
         provider, Humboldt Bank, suffered significant losses as a result of
         vault cash theft unrelated to our network. To reduce exposure, the bank
         made the determination to exit the business of renting vault cash to
         ATM networks. In connection with this exit in December 2001, the bank
         gave us the required notice of their desire to terminate our vault cash
         arrangement. Under the Humboldt Bank arrangement, we could rent up to
         $5 Million in vault cash and, as of December 31, 2002, we were not
         renting any vault cash. The arrangement was terminated effective as of
         April 4, 2002. The vault cash being obtained from this bank was
         replaced with expansion of our relationship with WSFS and our Branded
         Cash Partners.

   o     Ocean National Bank.  Nationwide Money entered into an agreement with
         Ocean National Bank on November 18, 1998 as a result
         of a lawsuit settlement.  The settlement provided Nationwide Money
         with varying amounts of vault cash over the term of the
         agreement to manage and fund Nationwide Money owned and operated ATMs
         that were located east of the Mississippi.  The vault
         cash amount designated for February 1, 2003 to December 31, 2003
         is $1,500,000.00.  During the term of this agreement,
         Nationwide Money staff has managed the daily movement of the vault
         cash and has provided monthly reconciliation reports to
         Ocean National Bank. The interest rate is 15% per annum. The contract
         comes due on 12/31/2003 at which time Nationwide Money
         is obligated to return the full amount of the vault cash
         ($1,500,000.00) back to Ocean National Bank.  Nationwide Money will
         replace these funds with vault cash from other cash providers
         such as Palm Desert and WSFS, as well as its branded cash
         partners.

As a result of certain factors, our working capital has increased from the same
period a year ago. We had negative working capital of $2,223,663 on March 31,
2002 and this has been reduced to a negative working capital of $1,497,058 at
March 31, 2003. This increase in working capital is partially due the occurrence
of one-time events in 2002 that resulted in cash and cancellation of debt that
totaled $567,000. The cash portion was used to payoff short-term debt in the
form of lease obligations on ATM equipment. In 2002 we also issued $141,899 in
stock in lieu of cash for various current expenses and received several loans
totaling $229,675 from Cardservice International, Inc. the proceeds of which
were used to payoff various short term lease obligations on ATM obligations. In
addition, we have incurred additional demands on our available capital in
connection with the settlement of various disputes with former officers and
employees and the start-up expenses associated with our expansion of the Food
Lion and Kash and Karry account of additional ATMs.

As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. We believe that cash flow from
operations will be sufficient to fund operations and to allow us to continue to
explore and pursue expansion opportunities. If cash flow from operations is not
sufficient to fund our operations, we may be required to seek additional sources
of financing. If any of our existing financing arrangements are terminated, or
if we seek additional funding to expand our ATM network, additional financing
may not be available when needed or may not be available on acceptable terms. In
that event, our ability to maintain and expand our ATM network may be adversely
affected. The loss of one or more sources of vault cash funding or the loss of
additional customers could have a material adverse effect on our business,
results of operations and financial condition. As always, we continue to look
for new and alternative vault cash sources.

Contractual Obligations. Our ability to fund our capital needs is also
impacted by our overall capacity to acquire favorable financing terms in our
acquisition of ATMs. Our contractual obligations, including commitments for
future payments under non-cancelable lease arrangements and short and long-term
debt arrangements, are summarized below. We do not participate in, nor secure
financings for, any unconsolidated, limited or special purpose entities. We
anticipate that our capital expenditures for fiscal 2003 will total
approximately $1,800,000, primarily for the acquisition of ATMs and related ATM
installation costs. We lease 160 of our ATMs under capital lease agreements that
expire between 2003 and 2004 and provide for lease payments at interest rates up
to 10.5% per annum. See Note 8 to the Consolidated Financial Statements in the
Annual Report on the 10KSB.

                                       17

<PAGE>
Inflation

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

Risk Factors

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

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

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

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

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

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

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

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

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

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

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

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

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

      o   Changes in general economic conditions.

                                       18
<PAGE>
If any of these risk factors occur adversely to the Company they may have a
negative impact to our actual future results.

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

FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

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

Limited Operating History

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

Dependence on Key Personnel

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

Major Contract

The contract with a major customer (Food Lion) expired in September 2001. The
Company signed new contracts with Food Lion, and an affiliated company, Kash n
Karry, in November 2001. The new contracts included the sites then operating of
approximately 550, and included an additional 400 sites. The new contracts will
be for a five-year period for both the existing sites and the new sites. As of
March 31, 2003, the Company had placed in service approximately 712 ATM sites.
The sites maintained by Food Lion and Kash n Karry constitute approximately 48%
of the total sites and 61.2% of total revenues of the Company. Historically,
these sites have generated average revenue per site in excess of other sites. If
the Company were to lose the Food Lion and Kash n Karry accounts, the revenues
of the Company would be substantially affected.

Debit Cards

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

                                       19
<PAGE>
Other Factors

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

Potential future issuances of common shares. Pursuant to various agreements, if
shares issued by the Company to these respective parties do not maintain its
value equal to or greater than $1.00 the Company would be required to issue
additional shares to offset the decline on such shares in order to maintain the
overall value of the total shares issued related to such agreements. In May
2002, all agreements with this provision were delayed by written mutual consent
until at least July 1, 2003, this represents up to a twelve-month extension in
some cases. As of March 31, 2003 when the stock was valued at approximately
$404,400 or $0.08 a share, whereby approximately 5,055,000 shares were held by
these parties, if the stock maintained that value on July 1, 2003, approximately
58,132,500 shares would need to be issued.

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

     o    current and potential customers;

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

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

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

                                       20
<PAGE>
Competition

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

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

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

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

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

If we fail to develop and introduce new and enhanced products and services, we
will not be able to compete effectively and our ability to generate revenues
will suffer.

We may be unable to protect our intellectual property rights.

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

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

                                       21
<PAGE>
Trademark.

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

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

Item 3.     Controls and Procedures.

As of March 31, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the Chief Executive Officer and
the Chief Financial Officer, concluded that the Company's disclosure controls
and procedures were effective as of March 31, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2003.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On May 30, 2002, the Company filed an amended complaint in the Superior Court of
the  State  of California for the County of Orange against Fred G. Luke, Richard
Weed, and Weed & Co. In the complaint, the Company alleged that the defendants
or entities controlled by the defendants, improperly received approximately
1,400,000 shares of common stock of the Company pursuant to three Form S-8
Registration Statements as filed with the Securities and Exchange Commission on
March 30, 2000, May 30, 2001 and October 12, 2001. The Company is seeking
damages in an amount to be proven at trial, that the Agreement and Amended
Agreement entered into with Fred G. Luke be rescinded, that a temporary
restraining order, a preliminary injunction and a permanent injunction be issued
enjoining defendants from transferring 1,000,000 shares of common stock of the
Company and the payment of reasonable attorney's fees.

                                       22
<PAGE>
During the fourth quarter of 2002, the Business Software Alliance ("BSA")
conducted an audit of software in use by the Company's subsidiary Nationwide
Money Services, Inc. ("NMS"). BSA alleges that NMS infringed on software
copyrights for Microsoft and Symantec. On December 5, 2002, BSA sent NMS a
letter requesting payment of $237,842 plus attorney fees for purportedly
misappropriated software that was installed on NMS computers. While
acknowledging that some software was inappropriately installed on NMS computers,
NMS disagrees with the facts presented in the BSA letter. NMS has offered to
settle this matter through a cash payment including attorneys' fees. The
Company's management believes that potential losses resulting from the
resolution of this matter will not have a material adverse effect on the
Company's consolidated results of operations, cash flows or financial position.

In April 2003, the Company received a notification from the District Court of
the State of Texas for the County of Dallas, in regards to a complaint by Mr.
Vaneet Dugal, claiming Nationwide Money Services, Inc., the Company's
wholly-owned subsidiary, owed Mr. Dugal $50,000. In connection with the
acquisition of Nationwide Money Services, Inc., the Company entered into an
agreement with Mr. Jimmy Tallent indemnifying the Company, which such
indemnification included any claims brought by Mr. Dugal. Therefore, management
believes the claim should not have a material adverse effect on the Company's
financial position, results of operations or cash flows.

The Company's officers and directors are aware of no other threatened or pending
Litigation or government proceeding, which would have a material, adverse effect
on the Company. From time to time the Company may be a defendant (actual or
threatened) in certain lawsuits encountered in the ordinary course of its
business, the resolution of which, in the opinion of management, should not have
a material adverse effect on the Company's financial position, results of
operations, or cash flows.

Item 2. Changes in Securities

During the three month period ended stock option rights were granted to
employees for 200,000 shares of common stock at an exercise price of $.07 per
share. 655,000 shares of common stock were cancelled in regards to the Tallent
agreement.

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 and Reports on Form 8-K.

(a)   Exhibit     Description

99.1     Certification of the Chief Executive  Officer of Global Axcess Corp.
         pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification of the Chief Financial  Officer of Global Axcess Corp.
         pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

    None.

                                       23
<PAGE>
                                   SIGNATURES

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

                               GLOBAL AXCESS CORP.

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

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 12th day of May, 2003.

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

/s/David Fann
David Fann                 President, Director

/s/Steve Mortensen
Steve Mortensen            Secretary, Director

/S/ Don Headlund
Don Headlund               Director

/S/ David Surette
David Surette              Chief Financial Officer

                                       24
<PAGE>
                                  CERTIFICATION

     I, Michael J. Dodak, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Global Axcess Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

May 12,  2003

/s/ Michael J. Dodak
    Michael J. Dodak
    Chief Executive Officer


                                       25
<PAGE>
                                  CERTIFICATION

     I, David J. Surette, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Global Axcess Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this Quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

May 12,  2003

/s/ David J. Surette
    David J. Surette
    Chief Financial Officer

                                       26