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 six months ended June 30, 2003

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

                                     0-17874
                            (Commission file number)

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

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

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

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

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

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

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

     Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
6 months (or for such  shorter  period that the Issuer was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes /X/ No / /

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

As of August 1, 2003, the Issuer had 37,468,148 shares outstanding of the Common
Stock  ($0.001  par  value)  and  no  shares  outstanding of the Preferred Stock
($0.001  par  value).
<PAGE>

                         TABLE OF CONTENTS                              Page No.

PART  I     FINANCIAL INFORMATION

 Item 1.    Financial Statements                                            4
 Item 2.    Management's Discussion and Analysis or Plan of Operation      15
 Item 3.    Controls and Procedures                                        26


PART  II    OTHER INFORMATION

 Item 1     Legal Proceedings                                              28
 Item 2     Changes in Securities and Use of Proceeds.                     29
 Item 3     Defaults Upon Senior Securities.                               29
 Item 4     Submission of Matters to a Vote of Security Holders.           29
 Item 5     Other Information.                                             29
 Item 6     Exhibits and Reports on Form 8-K.                              29

SIGNATURES                                                                 30

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 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.

In addition, representatives of the Company may occasionally comment publicly on
the perceived reasonableness of published reports by independent analysts

                                       2
<PAGE>
regarding the Company's projected future performance. Such comments should not
be interpreted as an endorsement or adoption of any given estimate or range of
estimates or the assumptions and methodologies upon which such estimates are
based. Undue reliance should not be placed on any comments regarding the
conformity, or lack thereof, of any independent estimates with the Company's own
present expectations regarding its future results of operations. The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making their
estimates are likely different in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes in the
Company's business, market conditions or the general economic climate may have
varying effects on the results obtained through the use of differing analyses
and assumptions. The Company expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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


<S>                                                                                   <C>
Financial statements

     Condensed consolidated balance sheet (Unaudited)                                  5

     Condensed consolidated statements of operations(Unaudited)                        7

     Condensed consolidated statements of cash flows(Unaudited)                        8

     Notes to condensed consolidated financial statements                             10
</TABLE>

                                       4
<PAGE>
                     GLOBAL AXCESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                                      30-Jun-03

<S>                                                                       <C>
Current assets
Cash ............................................................     $  208,099
Automated teller machine vault cash .............................        417,109
Accounts receivable, net ........................................        369,196
Prepaid expense and other current assets ........................         71,981
              Total current assets ..............................      1,066,385

Fixed assets, net ...............................................      1,461,633

Other assets
Intangible assets, net ..........................................      1,999,372


Total assets ....................................................     $4,527,390

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities ........................     $  985,775
Automated teller machine vault cash payable .....................        417,109
Due to related parties ..........................................         83,947
Notes payable-related parties - current portion .................        129,399
Notes Payable ...................................................          6,812
Capital lease obligations - current portion .....................        106,968
              Total current liabilities .........................      1,730,010

Long-term liabilities
Notes payable-related parties - long-term portion ...............        304,426
Note Payable ....................................................         34,060
Capital lease obligations - long-term portion ...................         45,923

Total liabilities ...............................................      2,114,419

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

Stockholders' equity
Preferred stock $0.001 par value; 25,000,000 shares
              authorized, no shares issued and outstanding ......           --

                                       5
<PAGE>
Common stock; $0.001 par value; 75,000,000 shares
   authorized, 32,983,148 shares issued and
   outstanding ..................................................         32,983
Additional paid-in capital ......................................      8,801,352
Prepaid consulting services paid in common stock ................        -17,500
Accumulated deficit .............................................     -6,403,864
              Total stockholders' equity ........................      2,412,971

Total liabilities and stockholders' equity ......................     $4,527,390
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months ended June 30,       Six Months ended June 30,
                                               ------------------------------------------------------------------
                                                   2003           2002             2003             2002
                                               ------------------------------------------------------------------
<S>                                            <C>             <C>                <C>              <C>
Revenues                                        $2,634,349      $3,022,644         $5,043,788       $5,772,393

Cost of revenues
                                                 1,698,710       1,944,999          3,287,779        3,742,567
                                               ------------------------------------------------------------------


            Gross profit                           935,638       1,077,645          1,756,009        2,029,826

Operating expenses

            Depreciation and amortization          209,048         206,340            418,618          633,627

            General and administrative             631,371       1,049,101          1,332,072        1,642,512
                                               ------------------------------------------------------------------

                        Total operating
                        expenses                   840,419       1,255,441          1,750,690        2,276,139
                                               ------------------------------------------------------------------

Income/(Loss) from operations
                                                    95,219        (177,796)             5,319         (246,313)

Other income (expense)

            Debt Cancellation                      261,023               -            261,023                -

            Contingent Reserve                    (140,000)              -           (140,000)               -

            Vendor reimbursement                         -         282,500                  -          282,500

            Loss on sale of fixed assets                 -         (24,513)                 -          (32,956)

            Interest expense                       (18,893)        (11,179)           (45,725)         (20,154)
                                               ------------------------------------------------------------------

                        Total other income
                        (expense)                  102,130         246,808             75,298          229,390
                                               ------------------------------------------------------------------

Income/(Loss) before provision for income taxes
                                                   197,350          69,012             80,617          (16,923)

Provision for income (tax) benefit
                                                         -         (21,000)            39,000            7,000
                                               ------------------------------------------------------------------

Net income/(loss)
                                                $  197,350      $   48,012         $  119,617       $   (9,923)
                                               ==================================================================

Basic and diluted income per common share

                                                $     0.01      $     0.00         $     0.00       $    (0.00)
                                               ==================================================================

Basic and diluted weighted average
            Common shares outstanding           32,983,148      23,348,285         28,255,648       22,671,813
                                               ==================================================================

</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements

                                       7
<PAGE>

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     Six months ended June 30,
                                                                              ----------------------------------------
                                                                                         2003                2002
                                                                              ----------------------------------------
<S>                                                                                    <C>                     <C>
Cash flows from operating activities:
            Net Income/(Loss)                                                  $          119,617      $      (9,923)
            Adjustments to reconcile net income/(loss) to net
             cash provided by operating activities:
                        Debt cancellation                                                -261,023                  -
                        Contingent Reserves                                               140,000                  -
                        Deferred Tax benefit
                        Stock based compensation                                                -             80,971
                        Depreciation and amortization                                     418,618            633,627
                        Loss on sale of fixed assets                                            -             32,956
            Changes in operating assets and liabilities:
                        Change in automated teller machine vault cash                    -153,406          2,374,143
                        Change in accounts receivable, net                               -105,102             51,961
                        Change in prepaid expense and other current assets                 15,860                  -
                        Change in other assets                                              3,413             -8,812
                        Change in accounts payable and accrued liabilities               -262,815           -104,004
                        Change in automated teller machine vault cash payable             153,406         -2,374,143
                        Change in due to related parties                                        -            -22,940
                                                                              ----------------------------------------
                                      Net cash provided by operating                       68,568            653,836
                                      activities

Cash flows from investing activities:
            Purchase of fixed assets                                                     -104,559           -131,506
            Proceeds from sale of fixed assets                                                  -             65,950
                                                                              ----------------------------------------
                                      Net cash (used in) investing activities            -104,559            -65,556

Cash flows from financing activities:
            Proceeds from issuance of common stock, net of fees                           405,485                  -
            Proceeds from borrowing related parties                                             -            100,000
            Principal payments on due to related parties                                  -83,500                  -
            Principal payments on notes payable-related parties                           -19,285            -14,132
            Principal payments on notes payable                                           -30,711            -20,676
            Principal payments on capital lease obligations                              -144,467           -674,607
                                                                              ----------------------------------------
                                      Net cash provided by (used in)                      127,522           -609,415
                                      financing activities
                                                                              ----------------------------------------

Net increase (decrease) in cash                                                            91,531            -21,135

                                       8
<PAGE>

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

Cash, end of period                                                            $          208,099   $        233,887

Supplemental disclosure of cash flow information:
            Cash paid for income taxes                                                          -                  -
                                                                              ----------------------------------------
            Cash paid for interest                                             $           45,725   $         20,154
                                                                              ========================================

Supplemental schedule of non-cash investing and financing activities:
            Issuance of 3,961,166 shares of common stock in satisfaction of
                        due to related parties                                                  -   $        514,951
                                                                              ========================================
            Issuance of 80,000 shares of common stock in satisfaction of
                        stock payable                                                           -   $         38,400
                                                                              ========================================
            Issuance of 37,299 shares of common stock in satisfaction of
                        account payable                                                         -   $          4,364
                                                                              ========================================
            Issuance of 1,000,000 shares of common stock in exchange for
                        cancellation of due to related party debt              $           50,000                  -
                                                                              ========================================
            Issuance of 1,000,000 warrants in exchange for
                        cancellation of due to related party debt              $           45,000                  -
                                                                              ========================================

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

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

                                        9
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED



1.       BASIS OF PRESENTATION

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

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

The interim condensed consolidated  financial information is un-audited.  In the
opinion of management, all adjustments necessary to present fairly the financial
position  as of June 30,  2003 and the  results  of  operations  and cash  flows
presented  herein have been  included in the  condensed  consolidated  financial
statements.  Interim  results  are not  necessarily  indicative  of  results  of
operations for the full year.

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.

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


In  April  2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 149,  "Amendment  of
Statement 133 on Derivative  Instruments and Hedging  Activities".  SFAS No. 149
amends  and  clarifies   financial   accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively  referred to as derivatives) and for hedging activities
under  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities".  The

                                       10
<PAGE>
changes in SFAS No. 149 improve financial  reporting by requiring that contracts
with comparable  characteristics  be accounted for similarly.  This statement is
effective for contracts  entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

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

SFAS No. 150 affects the  issuer's  accounting  for three types of  freestanding
financial  instruments.  One type is mandatorily  redeemable  shares,  which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts,  which involves
instruments  that do or may require the issuer to buy back some of its shares in
exchange  for cash or other  assets.  The  third  type of  instruments  that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market  index,  or varies  inversely  with the  value of the  issuers'
shares.  SFAS No.  150  does  not  apply to  features  embedded  in a  financial
instrument that is not a derivative in its entirety.

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

                                       11
<PAGE>
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.

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>
                                                                         Six months ended June 30,
                                                                             2003             2002
                        <S>                                                   <C>               <C>
                  Net Income/(Loss)loss, as reported                   $     119,617     $    (9,923)
                  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                               (165,908)       (436,624)
                  Pro forma net loss                                   $     (46,291)    $  (446,547)

                  Net loss per common share
                   Basic and diluted loss, as reported                 $        0.01     $     (0.00)
                   Basic and diluted loss, pro forma                   $       (0.00)    $     (0.02)
</TABLE>
In December 2002, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 148,  "Accounting for Stock-Based  Compensation-Transition  and Disclosure".
SFAS No. 148 amends the transition  and  disclosure  provisions of SFAS No. 123.
The Company is currently  evaluating  SFAS No. 148 to determine if it will adopt
SFAS No. 123 to account for Employee  stock  options using the fair value method
and, if so, when to begin transition to that method.



4.   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 cost of living
increase of 3%. Rent Expense  during the six month  period  ending June 30, 2003
and 2002 was $75,210 and $55,364, respectively.

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

         July 1, 2003 through December 31, 2003            $         90,165
         2004                                                       184,383
         2005                                                       189,915
         2006                                                        47,827

                                                           $        512,290
                                       12
<PAGE>
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. As of June 28, 2003,  all holders of the agreements
for  future   issuances  of  shares  have  agreed  to  accept  warrant  options,
exercisable  at $.10 cents and must exercise at $.75 cents,  replacing the $1.00
per share reset.

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

During April 2003, the Company  received a notification  from the District Court
of the State of Texas for the County of Dallas, in regards to a complaint by Mr.
Vaneet  Duggal,   against   Nationwide  Money  Services,   Inc.,   claiming  the
Company(through  the Tallent  acquisition)  owed Mr. Duggal $106,712,  for vault
cash.  The Company has an agreement  with Mr.  Jimmy  Tallent  indemnifying  the
Company,  specifically  for any claims  brought  by Mr.  Duggal.  The  Company's
management  has  reserved  for any probable  contingencies  resulting  from this
lawsuit and  believes the claim will not have a material  adverse  effect on the
Company's condensed consolidated results of operations,  cash flows or financial
position.

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

Forgiveness  of debt on note  payable - related  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 note payable agreement,  a payment
of $30,000 was made during April 2003 with the remaining  balance due in monthly
principal  and interest  installments  of $3,000  through  April 2013.  The note
payable is unsecured and bears an interest rate of 10.8%.

Foregiveness  of  debt on  notes  payable  -  During  April  2003,  the  Company
negotiated  with an

                                       13
<PAGE>
individual to reduce the note payable from $34,083 to $17,042.  This balance was
paid in April 2003.

Negotiation for forbearance with a related party - 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.  As of June 30, 2003, the remaining
balance owed to Cardservice International, Inc. is $217,708.92, with $100,000 to
be paid at the close of the  Private  Placement  Offering(noted  in  Changes  to
Stockholders'  Equity),  and the  balance of which will be repaid over 36 months
with an interest rate of 8%.

6.       CHANGES IN STOCKHOLDERS' EQUITY

During the 1st quarter ending March 31, 2003, under a settlement  agreement with
two individuals  655,000 shares of the Company's stock were  transferred back to
the Company and subsequently cancelled during the 2nd Quarter.

During the 2nd quarter  ending June 30, 2003,  the Company  engaged in a Private
Placement  Offering,  whereby the Company  offered  units at a price of $.05 per
unit with each unit consisting of one share of common stock and one common stock
purchase  warrant.  The  offering  closed  in July  2003.  The  amount of shares
subscribed  to  with  respect  this  Private  Offering  totaled   8,110,000  for
consideration  in the amount of $405,500 as of June 30, 2003.  In addition,  the
Company also entered into an agreement  with a related party whereby the related
party  agreed to  forgive  debt owed by the  Company in the amount of $50,000 in
consideration of 1,000,000 shares of common stock of the Company.


7.       SUBSEQUENT EVENTS

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

                                       14
<PAGE>
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  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 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 fees for transactions on ATMs that we own,
but  sometimes  we rebate a portion of the fee to the owner of the ATM  location
under the applicable lease for the ATM site. We also receive the interchange fee
for  transactions  on ATMs  owned by third  party  vendors  included  within our
network,  but we rebate all or a portion of each fee to the third  party  vendor
based upon  negotiations  between us. The  interchange  fees received by us vary
from network to network and to some extent from issuer to issuer,  but generally
range  from $0.15 to $0.55 per cash  withdrawal.  Interchange  fees for  balance
inquiries, account transfers and denied transactions are generally substantially
less than fees for cash  withdrawals.  The interchange  fees received by us from
the card issuer are  independent  of the service fees charged by the card issuer
to the cardholder in connection with ATM  transactions.  Service fees charged by
card issuers to cardholders in connection with transactions  through our network
range  from  zero to as much as $2.50 per  transaction.  We do not  receive  any
portion of these service fees.

In most markets we impose a surcharge fee for cash  withdrawals.  Surcharge fees
are a  substantial  additional  source of revenue  for us and other ATM  network
operators.  The surcharge fee for ATMs in our network  ranges  between $1.50 and
$2.50 per  withdrawal.  The surcharge  fee for other ATMs in our network  ranges

                                       15
<PAGE>
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,  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

                                     16
<PAGE>
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 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 "Operating Expenses".

Goodwill

In July 2001,  the FASB  issued  SFAS No. 142,  'Goodwill  and Other  Intangible
Assets,'  which was  required  to be  adopted  for  fiscal  2002.  SFAS No.  142
established  accounting  and  reporting  standards

                                       17
<PAGE>
for goodwill and intangible  assets resulting from business  combinations.  SFAS
No. 142 included  provisions  discontinuing  the periodic  amortization  of, and
requiring  the  assessment  of  the  potential  impairments  of,  goodwill  (and
intangible assets deemed to have indefinite lives). As SFAS No. 142 replaced the
measurement guidelines for goodwill impairment, goodwill not considered impaired
under previous  accounting  literature may be considered impaired under SFAS No.
142. SFAS No. 142 also required  that the Company  complete a two-step  goodwill
impairment  test.  The first step compared the fair value of each reporting unit
to its carrying  amount,  including  goodwill.  If the fair value of a reporting
unit exceeded its carrying amount, goodwill is not considered to be impaired and
the second step was not  required.  SFAS 142 required  completion  of this first
step within the first six months of initial adoption and annually thereafter. If
the carrying amount of a reporting unit exceeded its fair value, the second step
is performed to measure the amount of impairment  loss. The second step compared
the implied fair value of goodwill to the carrying  value of a reporting  unit's
goodwill.  The implied fair value of goodwill is determined in a manner  similar
to accounting  for a business  combination  with the  allocation of the assessed
fair value  determined  in the first step to the assets and  liabilities  of the
reporting  unit.  The  excess of the fair value of the  reporting  unit over the
amounts  assigned to the assets and  liabilities  is the  implied  fair value of
goodwill.  This allocation process was only performed for purposes of evaluating
goodwill  impairment  and did not  result in an entry to adjust the value of any
assets or  liabilities.  An impairment  loss is recognized for any excess in the
carrying value of goodwill over the implied fair value of goodwill.

Asset Impairment

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

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

Revenues.  The company  reported total revenue of $2,634,349 for the three month
period ended June 30, 2003 vs.  $3,022,644 for the three month period ended June
30, 2002.  Revenues  totaled  $5,043,788 for the six month period ended June 30,
2003  vs.  $5,772,393  for the six  month  period  ended  June 30,  2002.  These
decreases are mainly due to reductions in  unprofitable  site  locations.  There
were  approximately 200 locations reduced in the six month period ended June 30,
2003 vs. the six month period ended June 30, 2002.

Cost of  Revenues.  Our total cost of  revenues  decreased  from  $1,944,999  to
$1,863,418   in  the  three  month   periods  ended  June  30,  2002  and  2003,
respectively. Total cost of revenues decreased from $3,742,567 to $3,287,779 for
the six month period ended June 30, 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 reduction in revenue.

Gross Margin.  Gross profit as a percentage of revenue was  35.5%($935,638)  and
35.7%  ($1,077,645)  for the three  month  period  ended June 30, 2003 and 2002,
respectively.  For the six month  period  ended June 30, 2003 and 2002 they were

                                       18
<PAGE>
34.8%  ($1,756,009)and  35.2%($2,029,826),  respectively.  There  was  a  slight
decrease in margins due to higher costs of cash and maintenance.

Operating Expenses.  Our total operating expenses decreased to $840,419 or 31.9%
of revenue  during the 2nd  quarter,  2003 from  $1,255,441  or 41.5% of revenue
during the 2nd 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 decrease is mainly  attributable to a decrease in
professional  and legal fees that helped to settle  outstanding  lawsuits during
the 2nd quarter 2002.  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 approximately $215,000.

Other Income/Expense. During April 2003 the Company negotiated with note holders
to cancel debt in the amount of $261,023.  The Company increased its reserve for
contingent liabilities in the amount of $140,000.

Income from Operations. We had income from operations for the three month period
ending  June 30,  2003 in the  amount of  $95,219,  as  compared  to a loss from
operations of $(177,796) in the three month period ending June 30, 2002. For the
six month period ending June 30, 2003 and 2002,  the reported net income and net
loss were  $5,319 and  $(246,313),  respectively.  The  increase  in income from
operations  reported,  was mainly due to reductions in operating  expenses noted
above.

Interest Expense.  Interest expense increased to $18,893 or 1% of revenue in the
2nd quarter  2003 from $11,179 in the 2nd quarter  2002.  This was mainly due to
the related  forbearance of the Cardservice  International  note renegotiated in
June 2003.

Income before Taxes. We had a net income before taxes of $197,350 as compared to
$69,012 for the three month periods ending June 30, 2003 and 2002, respectively.
For the six month periods  ending June 30, 2003 and 2002, we reported net income
before taxes of $80,617 and a net loss before taxes of $(16,923), respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
June 30, 2003 and 2002. This was a result of a net operating loss  carry-forward
from 2001 of $6,623,640. We have unused operating loss carry forwards which will
expire in various  periods  through  2022.  The company has  provided  for a tax
benefit  during the six month  period of June 30, 2003 and 2002 in the amount of
$39,000 and 7,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital Deficit.  As of June 30, 2003, the Company had current assets of
$1,066,385 and current  liabilities  of  $1,730,010,  which results in a working
capital  deficit of  $663,625,  as  compared to current  assets of $732,206  and
current  liabilities  of  $2,144,841resulting  in a working  capital  deficit of
$1,412,635  as of  December  31,  2002.  The ratio of current  assets to current
liabilities  increased  to .62 at June 30, 2003 from .34 at December  31,  2002.
Thus, the overall working capital deficit decreased by $749,010. The comparative
decrease in the deficit  during the three month  period  ended June 30, 2003 and
2002 resulted mainly from the reduction of Accounts Payable and Accrued Expenses
by $360,766,  a pay-off of various  current  leases  amounting to  approximately
$208,198,  a reduction of Notes  Payable to related  parties of $175,089,  Notes
Payable in the amount of  $208,843  and a  reduction  of amounts  Due to Related
Parties of $118,113

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

                                       19
<PAGE>
third parties.  Net cash provided by operating  activities  during the six month
period  ending June 30, 2003 and 2002 was $329,591 and  $653,836,  respectively.
Net cash  provided by operating  activities  in the six month period ending June
30, 2003 consisted  primarily of a net income of $119,617 and  depreciation  and
amortization  of  $418,618,  an  increase  in accounts  receivable  $105,102,  a
decrease in prepaid expenses and other assets of $19,273, a decrease in accounts
payable  and accrued  expenses  of  $122,815.  The cash  provided  by  operating
activities  allowed  us to pay  off  or  pay-down  $144,467  for  various  lease
obligations,  $88,625 on notes  payable  and  $83,500 on amounts  due to related
parties.

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

In order to address this  potential  for growth,  the Company has taken steps to
raise  additional  funds to finance its operations,  including the potential for
making  strategic  acquisitions,  which could  better  position  the Company for
growth.  Historically,  the  Company  has relied  primarily  upon  institutional
investors for this purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company has conducted a
private  placement  offering and closed the offering on July 28, 2003 with gross
proceeds of  approximately  $610,500  through the sale of  12,211,000  shares of
common stock together with common stock purchase warrants to a limited number of
accredited investors.  The Company's ability to attract investors depends upon a
number of  factors,  some of which are beyond  the  Company's  control.  The key
factors in this regard include general economic conditions, the condition of ATM
markets, the availability of alternative investment opportunities, the Company's
past financial  performance  affecting the Company's  current  reputation in the
financial community.

The Company is continuing its efforts to raise additional capital through equity
or debt financings.  The Company estimates to continue its current business plan
and acquisition strategy, it will require approximately $5,000,000 in additional
working  capital  to meet its needs for the next 12 months for such items as new
ATM leases, software development and acquisitions.

The Company will require significant additional financing in the future in order
to satisfy its acquisition plan. 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.

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
                                       20
<PAGE>

          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 6/30/2003, Nationwide
          Money had 44 ATMs funded by Palm Desert with a vault cash  outstanding
          balance  of about  $750,000.  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 June 30, 2003,  approximately  $3,200,000
          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 31 branded  partners,  which funded 350 ATMs in 8
          states, with about $8 million in outstanding vault cash.


     o    Ocean National Bank.  Nationwide  Money entered into an agreement with
          Ocean  National  Bank on  November  18,  1998 as a result of a lawsuit
          settlement.  The  settlement  provided  Nationwide  Money with varying
          amounts  of vault  cash over the term of the  agreement  to manage and
          fund  Nationwide  Money owned and operated ATMs that were located east
          of the Mississippi.  The vault cash amount  designated for February 1,
          2003 to December  31, 2003 is  $1,500,000.00.  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.

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<PAGE>
As a result of certain factors,  our working capital has increased from the same
period a year ago. We had negative working capital of $1,769,182on June 30, 2002
and this has been reduced to a negative  working capital of $663,625 at June 30,
2003.  This increase in working  capital is partially  due to the  occurrence of
one-time  events in 2003 that  resulted from  cancellation  of debt that totaled
$261,023.  We also received from the Private  Placement  Offering as of June 30,
2003 in the amount of $405,485.  There was an exchange of $50,000 from an amount
due to a related party for stock. The cash portion was used to payoff short-term
debt in the form of notes payable and lease  obligations  on ATM  equipment.  In
2002 we also  issued  $141,899  in  stock in lieu of cash  for  various  current
expenses  and  received   several  loans  totaling   $229,675  from  Cardservice
International, Inc. the proceeds of which were used to payoff various short term
lease obligations on ATM obligations.  In addition,  we have incurred additional
demands on our available  capital in connection  with the  settlement of various
disputes with former officers and employees and the start-up expenses associated
with our  expansion  of the Food Lion and Kash and Karry  account of  additional
ATMs.

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

Contractual Obligations.  Our ability to fund our capital needs is also impacted
by our overall capacity to acquire favorable  financing terms in our acquisition
of ATMs. Our contractual obligations,  including commitments for future payments
under   non-cancelable   lease   arrangements   and  short  and  long-term  debt
arrangements,  are  summarized  below.  We do not  participate  in,  nor  secure
financings  for, any  unconsolidated,  limited or special purpose  entities.  We
anticipate   that  our   capital   expenditures   for  fiscal  2003  will  total
approximately  $500,000,  primarily for the  acquisition of ATMs and related ATM
installation costs. We lease 160 of our ATMs under capital lease agreements that
expire between 2003 and 2004 and provide for lease payments at interest rates up
to 10.5% per annum. See Note 8 to the Consolidated  Financial  Statements in the
Annual  Report on the  10KSB.  All ATM  leases  will be paid off over the next 9
months.

Inflation

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

Risk Factors

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

      o   Changes in laws or card association rules affecting our ability to

                                       22
<PAGE>
          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.


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

                                       23
<PAGE>
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
June 30, 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.

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.

Mergers  and  Acquisitions:

                                       24
<PAGE>
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

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

                                       25
<PAGE>
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.

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 June 30, 2003, an evaluation was performed  under the supervision and with
the  participation  of the Company's  management,  including the Chief Executive

                                       26
<PAGE>
Officer and the Chief Financial Officer,  of the effectiveness of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the Chief Executive Officer and
the Chief Financial Officer,  concluded that the Company's  disclosure  controls
and  procedures  were  effective  as of  June  30,  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 June 30, 2003.

                                       27
<PAGE>
                         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  500,000 shares of common stock of the
Company and the payment of reasonable attorney's fees. As of June 30, 2003 there
were no significant changes.

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 has reserved for any probable contingencies  resulting from
this claim and believes the claim will not have a material adverse effect on the
Company's  consolidated results of operations,  cash flows or financial position
and have  reserved for the  contingent  liability  during the three month period
ending June 30, 2003.

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  Duggal,   claiming  Nationwide  Money  Services,   Inc.,  the  Company's
wholly-owned  subsidiary,  owed  Mr.  Duggal  $106,712. 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.  Duggal.  The  Company's
management  has  reserved  for any probable  contingencies  resulting  from this
lawsuit and  believes the claim will not have a material  adverse  effect on the
Company's consolidated financial position, results of operations or cash flows.

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

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

                                       28
<PAGE>
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 and Use of Proceeds

During the three month period ended June 30,  2003,  8,110,000  shares of common
stock were issued by the Company.  These shares were issued in  connection  with
the  Private  Placement  Offering  initiated  in May 2003 and closed on July 28,
2003.  The proceeds  generated  from this offering are being used for paydown of
debt and working  capital.  In addition,  1,000,000  shares of common stock were
issued to a related party in  consideration  of the foregiveness of debt owed by
the Company in the amount of $50,000.

Item 3.     Defaults Upon Senior Securities.

None.

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

None.

Item 5.     Other Information.

Two new  directors  were  appointed to the Board of Directors for the Company in
July 2003, Mr. Lock W. Ireland and Mr. Robert Jon Landis.

Mr. Ireland owns 400,000  shares of common stock,  400,000 common stock purchase
warrants and 100,000 stock  options.  Mr.  Landis owns 100,000  shares of common
stock, 100,000 common stock purchase warrants and 100,000 stock options.

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

(a) Exhibit     Description

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

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

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

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

(b)   Reports on Form 8-K

      Change in Registrant's Certifying Accountant:

     On June 27, Weinberg & Company,  P.A. of Boca Raton, FL were engaged as the
Company's   independent  public  accountants  to  replace  the  Company's  prior
auditors, L.L. Bradford, LLP.

                                       29
<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 4th day of August, 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/ Lock Ireland
Lock Ireland                  Director

/S/ Robert Landis
Robert Landis                 Director

/S/ David Surette
David Surette                 Chief Financial Officer

                                       30