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

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

                                   FORM 10-QSB

(MARK ONE)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005

                                       OR

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

                                     0-17874
                            (Commission file number)

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

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

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

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

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

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

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

      Check whether the Issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 9 months (or for such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes |X| No |_|
      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-QSB. |X|



As of May 6, 2005, the Issuer had 18,200,776 shares outstanding of the Common
Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).

<PAGE>

                                TABLE OF CONTENTS                       Page No.

PART  I                      FINANCIAL INFORMATION


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

PART  II    OTHER INFORMATION

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

SIGNATURES                                                                    28

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis or Plan of
Operation." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-QSB that have been or are to be filed in 2004.
When used in this report, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "targets," "estimates," and similar expressions
are generally intended to identify forward-looking statements. You should not
place undue reliance on the forward-looking statements, which speak only as of
the date of this Quarterly Report on Form 10-QSB. We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances after the date of this document.

Estimates of future financial results are inherently unreliable.

From time to time, representatives of Global Axcess Corp (the Company) may make
public predictions or forecasts regarding the Company's future results,
including estimates regarding future revenues, expense levels, earnings or
earnings from operations. Any forecast regarding the Company's future
performance reflects various assumptions. These assumptions are subject to
significant uncertainties, and, as a matter of course, many of them will prove
to be incorrect. Further, the achievement of any forecast depends on numerous
factors (including those described in this discussion), many of which are beyond
the Company's control. As a result, there can be no assurance that the Company's
performance will be consistent with any management forecasts or that the

                                        1

<PAGE>


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.

                                        2

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item  1. Financial Statements

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (Unaudited)
Current assets
   Cash                                                          $      669,516
   Automated teller machine vault cash                                  396,913
   Accounts receivable, net                                           1,408,169
   Note receivable                                                       99,895
   Inventory                                                             45,805
   Deferred tax asset- current                                          216,017
   Prepaid expenses and other current assets                            191,544
                                                                 --------------
                Total current assets                                  3,027,859

Fixed assets, net                                                     6,100,531

Other assets
   Merchant contracts                                                 8,543,294
   Intangible assets, net                                             4,023,034
   Deferred tax asset - long term                                       322,279
   Other assets                                                         171,098
                                                                 --------------
                Total other assets                                   13,059,705
                                                                 --------------
                Total assets                                     $   22,188,095
                                                                 ==============
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable and accrued liabilities                      $    2,040,099
   Automated teller machine vault cash payable                          396,913
   Note payable - related parties - current portion                      16,486
   Notes payable - current portion                                      101,585
   Bank loan - current portion                                        1,125,000
   Capital lease obligations - current portion                          447,163
                                                                 --------------
                Total current liabilities                             4,127,246
Long-term liabilities
    Notes payable-related parties - long-term portion                 2,365,833
    Notes payable - long-term portion                                   100,000
    Bank loan - long-term portion                                       312,500
    Capital lease obligations - long-term portion                     1,248,466
                                                                 --------------
                 Total long-term liabilities                          4,026,799
                                                                 --------------
                 Total liabilities                                    8,154,045
                                                                 --------------
Stockholders' equity
   Preferred stock $0.001 par value; 5,000,000 shares
   authorized, no shares issued and outstanding                              --
   Common stock $0.001 par value; 45,000,000 shares
   authorized, 18,199,951 shares issued and outstanding                  18,200
   Additional paid-in capital                                        18,923,057
   Deferred offering costs                                              (12,500)
   Accumulated deficit                                               (4,894,707)
                                                                 --------------
                Total stockholders' equity                           14,034,050

                                                                 --------------
   Total liabilities and stockholders' equity                    $   22,188,095
                                                                 ==============

      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    Three Months ended March 31,
                                                       2005             2004
                                                   ------------    ------------
Revenues                                           $  4,717,836    $  2,800,481
Cost of revenues                                      2,704,439       1,577,667
                                                   ------------    ------------
         Gross profit                                 2,013,397       1,222,814

Operating expenses
         Depreciation and amortization                  319,467         300,331
         General and administrative                   1,393,471         811,172
                                                   ------------    ------------
         Total operating expenses                     1,712,938       1,111,503
                                                   ------------    ------------

Income from operations                                  300,459         111,311
                                                   ------------    ------------
Other expense
         Interest expense                              (121,541)        (21,141)
                                                   ------------    ------------
         Total other expense                           (121,541)        (21,141)

                                                   ------------    ------------
Income before provision for income taxes                178,918          90,170

Provision for income tax                                     --              --

                                                   ------------    ------------
Net income                                         $    178,918    $     90,170
                                                   ============    ============

Basic income per common shares                     $      0.010    $      0.007
Basic weighted average number of
                                                   ------------    ------------
         common shares outstanding                   17,751,630      12,660,895
                                                   ------------    ------------
Fully diluted income per common share              $      0.010    $      0.005
Fully diluted weighted average number
                                                   ------------    ------------
         of common shares outstanding                18,618,178      18,335,193
                                                   ------------    ------------


      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>


                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three months ended March 31,
                                                                           2005                      2004
                                                                     -----------------          ---------------
<S>                                                                     <C>             <C>

Cash flows from operating activities:
      Net income                                                        $    178,918    $     90,170
      Adjustments to reconcile net income to net
       cash provided by operating activities:
         Stock issued for services                                             4,542              --
         Depreciation and amortization                                       319,467         300,331
         Discount on loans                                                     7,902              --
      Changes in operating assets and liabilities:
         Change in automated teller machine vault cash                        58,823         (21,343)
         Change in accounts receivable                                      (163,359)       (181,771)
         Change in inventory                                                 (19,827)             --
         Change in prepaid expenses and other current assets                  19,706          (5,431)
         Change in other assets                                              (10,231)        (14,998)
         Change in accounts payable and accrued liabilities                  168,917           6,264
         Change in automated teller machine vault cash payable               (58,823)         21,343
                                                                        ------------    ------------
                 Net cash provided by operating activities              $    506,035    $    194,565
                                                                        ------------    ------------

Cash flows from investing activities:
      Purchase of fixed assets                                              (836,792)       (291,911)
      Note receivable issued for loan                                             --        (190,000)
      Purchase of contracts                                                  (20,825)     (3,940,000)
                                                                        ------------    ------------
                 Net cash (used) in investing activities                $   (857,617)   $ (4,421,911)
                                                                        ------------    ------------

Cash flows from financing activities:
      Proceeds from issuance of common stock, net of offering cots           644,618       5,203,442
      Proceeds from common stock to be issued                                     --       1,933,990
      Proceeds from notes payable                                             48,406              --
      Deferred offering costs                                                (12,500)             --
      Payments on bank notes                                                (156,250)             --
      Principal payments on notes payable                                         --        (40,000)
      Principal payments on notes payable - related parties                       --       (115,544)
      Principal payments on capital lease obligations                             --        (50,799)
                                                                        ------------    ------------
                 Net cash provided by financing activities              $    524,274    $  6,931,089
                                                                        ------------    ------------

Increase in cash                                                        $    172,693    $  2,703,743

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

                                                                        ------------    ------------
Cash, end of period                                                     $    669,516    $  4,535,822
                                                                        ============    ============

Supplemental disclosure of cash flow information:
      Cash paid for income taxes                                                  --              --
      Cash paid for interest                                            $    121,541    $     21,141
                                                                        ============    ============

Supplemental schedule of non-cash investing and financing activities:

Issuance of 430,126 shares of common stock related to finder's
                                                                        ------------    ------------
fee for acquisition of common stock                                     $         --    $    107,532
                                                                        ============    ============

Issuance of 12,853,485 shares of common stock related to
                                                                        ------------    ------------
exchange of exercise of cashless warrants at $0.10                      $         --    $  1,285,349
                                                                        ============    ============

Issuance of stock to consultants for services provided                  $      4,213    $         --
                                                                        ============    ============

</TABLE>


      See Accompanying Notes to Condensed Consolidated Financial Statements


                                       5

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)



1.    BASIS OF PRESENTATION

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

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

      The interim condensed consolidated financial information is un-audited. In
      the opinion of management, all adjustments necessary to present fairly the
      financial position as of March 31, 2005 and the results of operations and
      cash flows presented herein have been included in the condensed
      consolidated financial statements. Interim results are not necessarily
      indicative of results of operations for the full year.

2.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

      1 for 5 Reverse Stock Split

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

      Allowance and Amortization for Assets

      On the Balance Sheet As of March 31, 2005 the Company reserved $35,983 as
      an allowance for bad debt against the trade receivables of $287,162.

      As of March 31, 2005 the Company has accumulated amortization totaling
      $169,285 against intangible assets totaling $4,192,321.
<PAGE>

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



The computations for basic and diluted weighted average earnings per share are
as follows:
<TABLE>
<CAPTION>
                                            Net Income  Weighted Average    Earnings
                                            (Numerator       Shares        Per Share
<S>                                         <C>           <C>               <C>
Three months ended March 31, 2004
Basic weighted average earnings per share:
Net income                                  $  90,170     12,660,895        $ 0.007
                                            ---------     ----------        -------
Diluted earnings per share:
Dilutive stock options & warrants                         5,674,297
                                                          ----------

Net income plus assumed conversions         $  90,170     18,335,193        $ 0.005

Three months ended March 31, 2005
Basic earnings per share:
        Net Income                          $ 178,918     17,751,630        $ 0.010
                                            ---------     ----------        -------
Diluted earnings per share:
Dilutive stock options & warrants                           866,548
                                                          ----------
Net Income plus assumed converstions        $ 178,918     18,618,178        $ 0.010
                                            ---------     ----------        -------
</TABLE>

                                        6

<PAGE>


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

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



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


                                                   Three Months Ended
                                          March 31, 2005       March 31, 2004
                                            -----------         ------------
Net income, as reported                     $   178,918         $    90,170
Add: Stock-based employee compensation
expense included in reported income
(loss), net of related tax effects                   --                  --
                                            -----------         ------------

Deduct: Total stock-based employee
compensation expense determined underfair
value based methods for all awards,
net of related tax effects                  $   (68,227)         $(1,327,041)
                                            -----------         ------------
Pro forma net income (loss)                 $   110,690          $(1,236,871)
                                            ===========         ============

Net income/(loss) per common share

Basic income, as reported                   $     0.006         $     0.007
                                            -----------         ------------
Basic income/ (loss), pro forma             $     0.005         $     (0.10)
                                            -----------         ------------

                                        7

<PAGE>


3.    COMMITMENTS AND CONTINGENCIES

      Leased facilities - During March 2004, the Company extended the operating
      lease for its facilities under a non-cancelable operating lease for an
      additional 3 years expiring in March 2009. The agreement calls for an
      annual base rent of approximately $180,326 with an annual cost of living
      increase of 3%. Rent Expense during the three month period ending March
      31, 2005 and 2004 was $62,962 and $76,606 , respectively.

      Future minimum rental payments required under the operating lease for the
      office facilities as of March 31, 2005 are as follows:


           remaining nine months of 2005   $    188,886
           2006                                 257,674
           2007                                 258,605
           2008                                 209,713
           2009                                  35,476
                                           ------------
                                           $    950,354
                                           ============

In January 2005, the Company entered into a new loan agreement with ATM Networks
Inc. at an interest rate of 6.25% per annum for 2 years. The balance as of March
31, 2005 is $48,406 and is included in notes payable current.


                                        8
<PAGE>


COMMITMENTS AND CONTINGENCIES (continued)

         Capital lease obligations - During the three month period ending March
31, 2005 the Company entered into capital lease obligations as follows:

Capital leases entered into during the three month period ending March 3, 2005
maturing in 36 to 60 months with various rates from 5.99% to 12% totaling
$645,635 as of March 31, 2005.

      Future minimum lease payments required for under capital lease obligations
      as of March 31, 2005 are as follows:

      Remaining nine months of 2005            $322,028
      2006                                      473,453
      2007                                      352,245
      2008                                      289,920
      2009                                      258,552

            Total capital lease obligations  $1,696,198
                                             ----------



      Legal proceedings - As of March 31, 2005, the Company has accrued legal
costs of $80,000 related to various legal proceedings.

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


4.    CHANGES IN STOCKHOLDERS' EQUITY


During March 2005 the Company conducted an offering of up to 2,678,511
units(pre-split) (the "Units") at a per Unit price of $1.12 with each Unit
consisting of four shares of common stock, $.001 par value per share (the
"Common Stock"), and two common stock purchase warrants (the "Warrants")
exercisable at $0.35 per share to accredited investors pursuant to Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506, promulgated there-under
(the "Offering"). The warrants are exercisable for three years from the date of
issuance.

      On March 30, 2005, Global completed the Offering. Pursuant to the closing,
Global sold an aggregate of 566,071 Units (pre-split) resulting in the issuance
of 452,857 (post-split) shares of Common Stock and Warrants to purchase 226,429
(post-split) shares of common stock to five accredited investors. As a result of
the closing, investors have subscribed for an aggregate amount totaling
$634,000. Offering costs related to this sale were $77,886, resulting in net
proceeds of $556,114.

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


                                       9
<PAGE>

See the table below for all the equity transactions for the three month period
ending March 31, 2005:

<TABLE>
<CAPTION>
                                                               Common Stock
                                                    -----------------------------     Additional
                                                        Shares          Amount      Paid-in Capital
                                                    -------------   -------------    -------------
<S>                                                    <C>          <C>              <C>
Balance as of December 31, 2004                        17,579,345   $      87,897    $  18,204,203
Issuance of common stock in March 2005
related to Private Placement 5 at $1.40
per share,net of ofering cost of $77,886                  452,857           2,264          553,850

Issuance of common stock in February & March 2005
for Public Relations                                        2,548              13            4,200

Stock Warrants from PPM 1 offered in 2003
excercised at $0.50 per share                              50,000             250           24,750

Stock Warrants from PPM 1 offered in 2003
excercised at $0.50 per share                             100,000             500           49,500

Stock otions excercised in February 2005
excercised at $0.90 per share                              15,000              75           13,425

Compensation to consultant for capital raise

Issuance of stock to employee                                 200               1              329

Reverse stock split                                                      (72,800)          72,800

Net Income

                                                    -------------   -------------    -------------
Balance, March 31, 2005                                18,199,951          18,200       18,923,057
                                                    =============   =============    =============
</TABLE>

<TABLE>
<CAPTION>

                                                                                           Total
                                                     Deferred Offering  Accumulated    Stockholders'
                                                         Costs            Deficit         Equity
                                                      -------------    -------------    -------------
<S>                                                                   <C>              <C>
Balance as of December 31, 2004                                       $  (5,073,625)   $  13,218,475
Issuance of common stock in March 2005
related to Private Placement 5 at $1.40
per share,net of ofering cost of $77,886                                         --          556,114

Issuance of common stock in February & March 2005
for Public Relations                                                             --            4,213

Stock Warrants from PPM 1 offered in 2003
excercised at $0.50 per share                                                    --           25,000

Stock Warrants from PPM 1 offered in 2003
excercised at $0.50 per share                                                    --           50,000

Stock otions excercised in February 2005
excercised at $0.90 per share                                                    --           13,500

Compensation to consultant for capital raise                (12,500)              --          (12,500)

Issuance of stock to employee                                                    --              330

Reverse stock split                                                                              --

Net Income                                                                  178,918          178,918

                                                      -------------    -------------    -------------
Balance, March 31, 2005                                     (12,500)      (4,894,707)      14,034,050
                                                      =============    =============    =============
</TABLE>

                                       10
<
<PAGE>


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


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

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

Summary

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

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

                                       11
<PAGE>

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

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

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

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


Critical Accounting Policies

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

                                       12

<PAGE>

they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
In preparing these consolidated financial statements, management has made its
best estimates and judgments of the amounts and disclosures included in the
consolidated financial statements. Except as separately discussed, we do not
believe there is a great likelihood that materially different amounts would be
reported under different conditions or by using different assumptions pertaining
to the accounting policies described below.

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

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

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

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

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

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

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

                                       13

<PAGE>

cause the estimated period of use or the value of these assets to change. We
perform annual internal studies to confirm the appropriateness of estimated
economic useful lives for each category of current equipment. Estimates and
assumptions used in setting depreciable lives require both judgment and
estimates.

Goodwill

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


Asset Impairment

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

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

                                       14
<PAGE>

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

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.


Comparison of Results of Operations for the Three Months Ended March 31, 2005
and 2004

Revenues. The Company reported total revenue of $4,717,836 for the three month
period ended March 31, 2005 as compared to $2,800,481 for the three month period
ended March 31, 2004, respectively. This increase in the three month revenue is
mainly due to higher surcharge and interchange revenue from newly acquired ATM
merchant locations and increased internal sales of ATMs.

Cost of Revenues. Our total cost of revenues increased from $1,577,667 to
$2,704,439 in the three month periods ended March 31, 2004 and 2005,
respectively. Both the continued growth in our Branded Partners, and the
acquisitions during 2004 has had a significant impact on the level of the cost
of revenues for the three month period ending March 31, 2005. These factors have
increased the costs from 56.3% of total revenue for the three months ended March
31, 2004, to 57.3% of total revenue for the three months ended March 31, 2005.

Gross Margin. Gross profit as a percentage of revenue for the three month period
ended March 31, 2005 and 2004 was 42.7% or $2,013,397 and 43.7% or $1,222,814,
respectively.

Operating Expenses. Total operating expenses for the three months ended March
31, 2005 and 2004, were $1,712,938 and $1,111,503, respectively. The principal
components of operating expenses are professional fees, administrative salaries
and benefits, depreciation and amortization, consulting fees, occupancy costs,
sales and marketing expenses and administrative expenses. The increase during
the three months ended March 31, 2005 is mainly attributable to investment by
the Company into two of its subsidiaries; Electronic Payment and Transfer, Corp.
and Axcess Technology, Corp. These investments made up 67% of the increase for
the similar period ended March 31, 2004. There was a slight increase in
depreciation and amortization due to the acquisitions during the first and
fourth quarters of 2004. There were also increases in investment relations,
audit and professional fees, salaries and wages, and employee taxes and benefits
during the three month period ending March 31, 2005 as compared to the similar
period ended March 31, 2004.

Income from Operations. We had income from operations for the three month period
ending March 31, 2005 in the amount of $300,459 as compared to income from
operations of $111,311 in the three month period ended March 31, 2004. The
increase in income from operations reported was mainly due to higher revenues
noted above.

Interest Expense. Interest expense increased for the three month period ending
March 31, 2005 to $121,541 from $21,141 for the three month period ending March
31, 2004. The increase in interest expense was caused by the additional loans
and leases acquired during the 2004 acquisitions and an increase in the number
of ATM leases as compared to 2004.

                                       15

<PAGE>

Income before Taxes. Net income before taxes of $178,918 for the three month
period ended March 31, 2005; as compared to income before taxes of $90,170 for
the three month period end March 31, 2004.

Income Taxes. We paid no income taxes in either of the respective periods ending
March 31, 2005 and 2004. 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. As of March 31, 2005, the Company had current assets of
$3,027,860 and current liabilities of $4,127,249, which results in a negative
working capital of $1,099,388, as compared to current assets of $5,783,154 and
current liabilities of $1,191,223 resulting in a positive working capital of
4,591,931 as of March 31, 2004. The ratio of current assets to current
liabilities decreased to 0.73 at March 31, 2005 from 4.85 at March 31, 2004. It
is expected that cash provided from operations will be sufficient for the e next
9 months.

Additional Funding Sources

We have funded our operations and investment activities from cash flow generated
by operations and financing activities. Net cash provided by operating
activities during the three month period ending March 31, 2005 and 2004 was
$506,035 and $194,565, respectively. Net cash provided by operating activities
in the three month period ending March 31, 2005 consisted primarily of a net
income of $178,918, depreciation and amortization of $319,467. Decreases in
operating assets over liabilities amounted to $4,793. The decrease in the
operating assets were mainly due to higher levels of accounts receivable from
the acquisition by $163,359, and increases in accounts payable by $168,917.

The Company sold common stock for approximately $634,000 in proceeds, for future
acquisitions and working capital. The Company's sources of cash are adequate for
the next 12 month's of operations.

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

In order to address this potential for growth, the Company has taken steps to
raise additional funds to finance its operations, including the potential for
making strategic acquisitions, which could better position the Company for
growth. Historically, the Company has relied primarily upon institutional

                                       16

<PAGE>

investors for this purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company has conducted
several private placement offerings with accredited investors.

The Company's ability to attract investors depends upon a number of factors,
some of which are beyond the Company's control. The key factors in this regard
include general economic conditions, the condition of ATM markets, the
availability of alternative investment opportunities, 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 $16,800,000 in
additional capital to meet its needs for the next 12 months for acquisitions and
such items as new ATM leases and software development.

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

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


      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 March
            31, 2005, Nationwide Money had 105 ATMs funded by Palm Desert with a
            vault cash outstanding balance of about $2,300,000. In January 2003,
            we entered into an arrangement with Palm Desert allowing us to
            obtain up to $10,000,000 in vault cash. The Palm Desert Bank
            arrangement has a term of two years and may be terminated by Palm
            Desert Bank upon breach by us and upon the occurrence of certain
            other events. Under this arrangement, we are required to pay a
            monthly service fee on the outstanding amount equal to the prime
            rate of interest, plus a specified percentage, and must pay monthly
            "bank" fees. Additionally the Company is required to make a deposit
            with Palm Desert Bank in an amount determined by the outstanding
            balance. We are also required to maintain insurance on the vault
            cash.

                                       17

<PAGE>


      o     WSFS. On May 15, 2000, we entered into an arrangement with
            Wilmington Savings Fund Society ("WSFS") allowing us to obtain up to
            $2,000,000 in vault cash. In May 2002, we renewed the agreement with
            WSFS and increased the vault cash limit to $5,000,000 and the new
            contract has a month-to-month term. Due to added locations from our
            acquisitions we have increased the WSFS line as of March 31, 2005,
            to approximately $17,000,000. The WSFS contract may be terminated by
            WSFS at any time upon breach by us and upon the occurrence of
            certain other events. Under this arrangement, we are required to pay
            a monthly service fee on the outstanding amount equal to the prime
            rate of interest, plus a specified percentage, and must pay monthly
            "bank" and insurance fees. We are also required to maintain
            insurance on the vault cash.


      o     Various Branded Cash Partners. Nationwide Money has partnered with
            numerous banks and credit unions to market specific Nationwide ATMs
            to the cardholders of these institutions. We add signage and
            marketing material to the ATM so that the ATM is easily identified
            as being associated with the bank or credit union, and the
            cardholders of these institutions receive surcharge free
            transactions at the designated ATMs. This provides the bank or
            credit union additional marketing power and another point of access
            to funds for their cardholders. In return for this benefit, the bank
            or credit union, provide and manage the vault cash in the specified
            ATM(s), as well as provide and pay for cash replenishment and first
            line maintenance. The advantage to Nationwide Money is that this
            reduces the costs associated with vault cash, cash replenishment and
            first line by approximately 50%. Another advantage is that with a
            branded ATM, transactions volumes traditionally increase more than
            at a non-branded ATM. As of March 31, 2005 , Nationwide Money had 68
            branded partners, which funded over 600 ATMs in 8 states, with about
            $6.0 million in outstanding vault cash.

As a result of certain factors, our cash provided by operating activities has
increased from the same period a year ago. The Company is realizing more profit
and a higher level of depreciation/amortization, thus raising the cash from
operations by approximately $300,000. With this increase in operating cash flows
we have incurred additional demands on our available capital in connection with
the start-up expenses associated with our two new subsidiaries Axcess
Technologies Corp. and Electronic Payment & Transfer, Corp. The majority of the
funds remaining will be used to make acquisitions and fixed asset purchases.

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

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

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

Inflation

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



Item  3. Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of March 31,
2005. There was no change in our internal controls or in other factors that
could affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting. 26

                                       18
<PAGE>

                           PART II - OTHER INFORMATION


Item  1. Legal Proceedings

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

On a pre-reverse basis, the Company conducted an offering of up to 2,678,511
units (the "Units") at a per Unit price of $1.12 with each Unit consisting of
four shares of common stock, $.001 par value per share (the "Common Stock"), and
two common stock purchase warrants (the "Warrants") exercisable at $0.35 per
share to accredited investors pursuant to Section 4(2) of the Securities Act of
1933, as amended, and Rule 506, promulgated thereunder (the "Offering"). The
warrants are exercisable for three years from the date of issuance.

On March 30, 2005, Global completed a closing (the "Closing") of the Offering.
Pursuant to the Closing, Global sold an aggregate of 566,071 Units resulting in
the issuance of 2,264,286 shares of Common Stock and Warrants to purchase
1,132,143 shares of common stock to five accredited investors. As a result of
the Closing, investors have subscribed for an aggregate amount totaling
$634,000.00. Subsequent to the Closing, Global has terminated the Offering and
will not offer any further securities pursuant to the Offering. The proceeds
will be used for future acquisitions and working capital.


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

10.1  Amendment to Asset Purchase Agreement dated September 30, 2004 between The
      Bailey Group and the Company

10.2  Second Amendment to Asset Purchase Agreement between The Bailey Group and
      the Company


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

                                       19

<PAGE>


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


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

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


                                       20

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as of
May 16, 2005 the Issuer has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                              GLOBAL AXCESS CORP.

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

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 16th day of May, 2005.

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

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

/S/ Don Headlund
Don Headlund               Director

/S/ Lock Ireland
Lock Ireland               Director

/S/ Robert Landis
Robert Landis              Director

Georg Hochwimmer
Georg Hochwimmer           Director

/S/ David Surette
David Surette              Chief Financial Officer

                                       21

Exhibit   Description

10.1      Amendment to Asset Purchase Agreement dated September 30, 2004 between
          The Bailey Group and the Company

10.2      Second Amendment to Asset Purchase Agreement between The Bailey Group
          and the Company


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

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


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

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


                                       22