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  three months  ended  June  30,  2004
                                       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 July 31, 2004, the Issuer had 88,042,227 shares outstanding of the
Common Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).

<PAGE>
<TABLE>
<CAPTION>
                           TABLE OF CONTENTS                                          Page No.

PART  I                FINANCIAL INFORMATION
<S>     <C>                                                                               <C>

  Item  1.  Financial Statements                                                          3
  Item  2.  Management's Discussion and Analysis or Plan of Operation                     14
  Item  3.  Controls and Procedures                                                       27

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                                             27
  Item  2.  Changes in Securities.                                                        27
  Item  3.  Defaults Upon Senior Securities.                                              27

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

  Item  5.  Other Information.                                                            27


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

SIGNATURES                                                                                28

</TABLE>
Forward-Looking Statements

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

Estimates of future financial results are inherently unreliable.

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

                                        1
<PAGE>
forecasts will not be material and adverse. Investors are cautioned not to base
their entire analysis of the Company's business and prospects upon isolated
predictions, but instead are encouraged to utilize the entire available mix of
historical and forward-looking information made available by the Company, and
other information affecting the Company and its products, when evaluating the
Company's prospective results of operations.

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

                                        2
<PAGE>
                             PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                      GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  June 30, 2004
                                   (Unaudited)

                                     ASSETS

Current assets
           Cash                                                     $ 4,164,500
           Automated teller machine vault cash                          284,053
           Accounts receivable, net                                     672,221
           Note receivable                                               99,895
           Inventory                                                    194,584
           Prepaid expense and other current assets                     565,423
                                                             -------------------
           Total current assets                                       5,980,676

Fixed assets, net                                                     2,063,546

Other assets
           Intangible assets, net                                     6,020,814
           Other assets                                                  10,784
                                                             -------------------
           Total assets                                            $ 14,075,820
                                                             ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
           Accounts payable and accrued liabilities                   $ 825,907
           Automated teller machine vault cash payable                  284,053
           Note payable-related party - current portion                  14,833
           Note payable                                                  24,805
           Capital lease obligations - current portion                  117,371
                                                             -------------------
           Total current liabilities                                  1,266,969

Long-term liabilities
           Notes payable-related parties - long-term portion            187,558
           Capital lease obligations - long-term portion                178,502
                                                             -------------------
           Total liabilities                                          1,633,029
                                                             -------------------

Stockholders' equity
           Preferred stock $0.001 par value; 25,000,000 shares
           authorized, no shares issued and outstanding                       -
           Common stock; $0.001 par value; 225,000,000 shares
              authorized, 88,042,227 shares issued, and 87,662,221
              outstanding                                                88,042
           Treasury Stock (380,000 shares)                             (304,000)
           Additional paid-in capital                                18,415,970
           Accumulated deficit                                       (5,757,221)
                                                             -------------------
           Total stockholders' equity                                12,442,791
                                                             -------------------
           Total liabilities and stockholders' equity              $ 14,075,820
                                                             ===================

                                       3
<PAGE>
                      GLOBAL AXCESS CORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    (Unaudited)
<TABLE>
<CAPTION>
                                           Three Months ended June 30,      Six Months ended June 30,
                                                2004             2003             2004            2003
                                           ------------------------------------------------------------------
<S>                                            <C>              <C>              <C>             <C>
Revenues                                       $ 3,112,230      $ 2,634,349      $ 5,912,711     $ 5,043,788

Cost of revenues                                 1,727,311        1,698,710        3,304,979       3,287,779
                                           ------------------------------------------------------------------
         Gross profit                            1,384,919          935,638        2,607,732       1,756,009

Operating expenses
         Depreciation and amortization             312,732          209,048          613,063         418,618
         General and administrative                912,095          631,371        1,723,267       1,332,072
                                           ------------------------------------------------------------------
         Total operating expenses                1,224,827          840,419        2,336,330       1,750,690
                                           ------------------------------------------------------------------

Income from operations                             160,092           95,219          271,402           5,319
                                           ------------------------------------------------------------------
Other income (expense)
         Debt cancellation                               -          261,023                -         261,023
         Settlement income                         304,000                -          304,000               -
         Contingent reserve                        (55,000)        (140,000)         (55,000)       (140,000)
         Interest expense                          (42,969)         (18,893)         (64,110)        (45,725)
                                           ------------------------------------------------------------------
         Total other income (expense)              206,031          102,130          184,890          75,298

                                           ------------------------------------------------------------------
Income before provision for income taxes           366,123          197,350          456,292          80,617

Income tax (provision) benefit                           -                -                -          39,000
                                           ------------------------------------------------------------------
Net income                                       $ 366,123        $ 197,350        $ 456,292       $ 119,617
                                           ==================================================================

Basic income per share                              $ 0.00           $ 0.01           $ 0.01          $ 0.00
Fully diluted income per weighted average
common shares outstanding                           $ 0.00           $ 0.00           $ 0.00          $ 0.00
Weighted average
common shares outstanding:
Basic                                           80,515,438       32,983,148       71,553,038      28,255,648
Fully Diluted                                  125,908,754       44,523,964      116,946,354      36,954,464
</TABLE>

                                       4
<PAGE>
                      GLOBAL AXCESS CORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Six months ended June 30,
                                                                                       2004                     2003
                                                                                -------------------     -----------------
Cash flows from operating activities:
<S>                                                                              <C>                     <C>
      Net income/(loss)                                                         $          456,293      $        119,671
      Adjustments to reconcile net income to net
       cash provided by (used in) operating activities:
            Debt cancellation                                                                   --              (261,023)
            Contingent reserves                                                             55,000               140,000
            Depreciation and amortization                                                  613,063               418,618
            Settlement income                                                             (304,000)                   --
      Changes in operating assets and liabilities:
            Change in automated teller machine vault cash                                   14,652              (153,406)
            Change in accounts receivable                                                 (221,546)             (105,102)
            Change in notes receivable                                                     (99,895)                   --
            Change in prepaid expenses and other current assets                           (448,332)               15,860
            Change in other assets                                                          11,197                 3,413
            Change in accounts payable and accrued liabilities                              42,582              (262,815)
            Change in automated teller machine vault cash payable                          (14,652)              153,406
                                                                                -------------------     -----------------
                    Net cash provided by operating activities                              104,363                68,568
                                                                                -------------------     -----------------

Cash flows from investing activities:
      Purchase of fixed assets                                                            (772,919)             (104,559)
      Purchase of contracts                                                             (3,956,370)                   --
                                                                                -------------------     -----------------
                   Net cash used in investing activities                                (4,738,289)             (104,559)
                                                                                -------------------     -----------------

Cash flows from financing activities:
      Proceeds from issuance of common stock                                             7,113,068               405,485
      Principal payments on notes payable                                                  (15,195)              (30,711)
      Principal payments on notes payable - related parties                               (120,700)              (19,285)
      Principal payments on due to related parties                                              --              (144,467)
      Principal payments on capital lease obligations                                      (10,826)              (83,500)
                                                                                -------------------     -----------------
        Net cash provided by (used in) financing activities                              6,966,347               127,522
                                                                                -------------------     -----------------

Increase in cash                                                                         2,332,421                91,531

Cash, beginning of period                                                                1,832,079               116,568
                                                                                -------------------     -----------------
 Cash, end of period                                                            $        4,164,500      $        208,099
                                                                                ===================     =================
Supplemental disclosure of cash flow information:
      Cash paid for income taxes                                                                 -                     -
      Cash paid for interest                                                    $           64,110      $         45,725
                                                                                ===================     =================
Supplemental schedule of non-cash investing and financing activities:
Issuance of 430,126 shares of common stock related to finder's
       fee for acquisition of common stock.                                     $          107,532      $              -
                                                                                ===================     =================
Issuance of 12,853,485 shares of common stock related to
       exchange of exercise of cashless warrants at $0.10                       $        1,285,349      $              -
                                                                                ===================     =================
Issuance of 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
                                                                                ===================     =================
Settlement of Luke lawsuit returning 380,000 shares @ $0.80 per share           $          304,000      $              -
                                                                                ===================     =================
Transfer of used ATM's, originally held for rental, from fixed assets
       to inventory, now held for sale                                          $          194,584      $              -
                                                                                ===================     =================
</TABLE>
                                        5
<PAGE>
                      GLOBAL AXCESS CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                                   (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, 2003 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, 2004 and the results of operations
     and cash flows presented herein have been included in the condensed
     consolidated financial statements. Interim results are not necessarily
     indicative of results of operations for the full year.

2.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Business
     Global Axcess Corp, through its wholly owned subsidiaries, is a
     network-based electronic commerce and transaction processing company; an
     automated teller machine ("ATM") network and processing consolidator; and a
     web-based solutions company to provide financial services to the un-banked
     customer, such as payroll distribution products, money transfer and
     pre-paid products/services. The Company plans to expand through the
     strategic acquisition of profitable ATM businesses, internal growth and
     deployment of enhanced non-banking ATM consumer and web based products
     worldwide.

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

     Inventory

     The Company has decided to sell new and used ATM's and has determined that
     some of their used ATM's will be sold. Therefore the Company has moved a
     portion of their ATM's from Fixed Assets to Inventory. The carrying value
     of these ATM's is at the lower of cost or market and which approximates the
     net book value of $194,584.

     Income Taxes

     The Company paid no income taxes in either of the respective periods ending
     June  30,  2004  and  2003.  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.

                                       6
<PAGE>
     Earnings Per Share

     Basic earnings (loss) per share exclude any dilutive effects of options,
     warrants and convertible securities. Basic earnings (loss) per share is
     computed using the weighted-average number of outstanding common stocks
     during the period. Diluted earnings per share is computed using
     the weighted average number of common stock equivalent shares
     outstanding during the period. Common stock equivalent shares are excluded
     from the computation if their effect is anti-dilutive, see the table below:
<TABLE>
<CAPTION>

                                                            Six Months Ended     Three Months Ended
                                                               June 30, 2004          June 30, 2004
                                                      ---------------------------------------------
<S>                                                               <C>                   <C>
Basic weighted average common shares outstanding                  71,553,038            80,515,438

Add: Dilutive common stock equivalents                            45,393,316            45,393,316
                                                      ---------------------------------------------
Fully diluted weighted average common shares                     116,946,354           125,908,754
                                                      =============================================
</TABLE>
                                       7
<PAGE>
     Stock-Based Employee Compensation

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

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

<TABLE>
<CAPTION>
                                                                        Six months ended June 30,
                                                                           2004            2003
                                                                       -------------  -------------

<S>                                                                    <C>            <C>
                  Net Income, as reported                              $    456,293   $   119,617
                  Add: Stock-based employee compensation
                   expense included in reported income,
                   net of related tax effects                                    --            --
                  Deduct: Total stock-based employee
                   compensation expense determined under
                   fair value based methods for all awards,
                   net of related tax effects                              (564,449)     (165,908)
                                                                       -------------  -------------
                  Pro forma net income/(loss)                          $   (108,156)  $   (46,291)
                                                                       =============  =============

                  Net income per common share
                   Basic income/(loss), as reported                    $       0.01   $      0.00
                                                                       =============  =============
                   Diluted income/(loss), pro forma                    $      (0.00)  $     (0.00)
                                                                       =============  =============
</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.

                                       8
<PAGE>
3. COMMITMENTS AND CONTINGENCIES

     Leased facilities - During March 2004, the Company extended the operating
     lease for its facilities under a non-cancelable operating lease for an
     additional 3 years expiring in March 2009. The agreement calls for an
     annual base rent of approximately $180,326 with an annual cost of living
     increase of 3%. Rent Expense during the six month period ending June 30,
     2004 and 2003 was $104,604 and $75,210, respectively.

     Future minimum rental payments required under the operating lease for
     the office facilities as of June 30, 2004 are as follows:


         remaining six months of 2004                      $        92,450
         2005                                                      191,917
         2006                                                      197,674
         2007                                                      203,605
         2008                                                      209,713
         2009                                                       35,476
                                                           ----------------
                                                           $       930,835
                                                           ================

                                       9
<PAGE>
COMMITMENTS AND CONTINGENCIES (continued)

     Legal Proceedings-

     As of June 30, 2004, the Company has accrued legal costs of $55,000 related
     to various legal proceedings.

     There are no new  pending or  threatened  litigation  or legal  proceedings
     since December 31, 2003.

4.   CHANGES IN STOCKHOLDERS' EQUITY

     During April 2004 380,000 common shares were returned to the Company
     related to a legal settlement. Initially these shares were issued in 2001
     for consulting fees and charged against income. At the time the settlement
     occurred these shares had a market value of $0.80 per share for a total
     value of $304,000. The shares were returned to the Company and are recorded
     as Treasury Stock.

                                       10
<PAGE>
See the table below for all the equity transactions for the six month period
ending June 30, 2004:
<TABLE>
<CAPTION>
                                                                   Common Stock              Additional     Common Stock
                                                             Shares          Amount      Paid-in Capital   to be issued
                                                        ------------------------------------------------------------------
<S>                          <C> <C>                         <C>               <C>           <C>                <C>
      Balance as of December 31, 2003                        46,282,648        $ 46,283      $ 11,257,162       $ 32,500

 Issuance of common stock in January 2004
 related to Reg S Offering at $0.25
 per share                                                    4,408,126           4,408         1,035,092              -

 Issuance of common stock in January 2004
 related to Private Placement 2 at $0.25
 per share                                                    2,140,000           2,140           520,360        (32,500)

 Issuance of common stock in January 2004
 related to Private Placement 3 at $0.25
 per share                                                   14,000,000          14,000         3,486,000              -

 Stock Warrants from PPM 1 offered in 2003
 exercised on cashless provision in February 2004            8,336,744           8,337            (8,337)             -

 Stock Warrants from debt cancellation in 2003
 exercised on cashless provision in February 2004              912,434             912              (912)             -

 Stock Warrants from reset offered in 2003
 exercised on cashless provision in February 2004            3,604,307           3,604            (3,604)             -

 Stock Warrants from prior years issuances
 exercised at $0.10 per share in February 2004                 429,550             430            42,525              -

 Stock Warrants from prior years issuances
 exercised at $0.50 per share in February 2004                 166,666             167            83,166              -

 Issuance of common stock in January 2004
 related to warrant exercise and other issuance
 per share                                                      234,963             235            14,920              -

 Shares returned to Treasury

 Issuance of common stock in April 2004
 related to warrant exercise at $0.35
 per common share                                             7,526,789           7,526         1,989,598

 Net Income
                                                        ------------------------------------------------------------------
 Balance, June 30, 2004                                      88,042,227          88,042        18,415,970              -
                                                        ==================================================================
                                       11
<PAGE>
                                                        Prepaid Consulting                                         Total
                                                        Services Paid in        Treasury        Accumulated    Stockholders'
                                                          Common Stock           Stock            Deficit         Equity
                                                        ----------------------------------------------------------------------
      Balance as of December 31, 2003                                 $ -                 $ -    $ (6,213,514)    $ 5,122,430

 Issuance of common stock in January 2004
 related to Reg S Offering at $0.25
 per share                                                              -                   -               -       1,039,500

 Issuance of common stock in January 2004
 related to Private Placement 2 at $0.25
 per share                                                              -                   -               -         490,000

 Issuance of common stock in January 2004
 related to Private Placement 3 at $0.25
 per share                                                              -                   -               -       3,500,000

 Stock Warrants from PPM 1 offered in 2003
 exercised on cashless provision in February 2004                      -                   -               -               -

 Stock Warrants from debt cancellation in 2003
 exercised on cashless provision in February 2004                      -                   -               -               -

 Stock Warrants from reset offered in 2003
 exercised on cashless provision in February 2004                      -                   -               -               -

 Stock Warrants from prior years issuances
 exercised at $0.10 per share in February 2004                         -                   -               -          42,955

 Stock Warrants from prior years issuances
 exercised at $0.50 per share in February 2004                         -                   -               -          83,333

 Issuance of common stock in January 2004
 related to warrant exercise and other issuance
 per share                                                              -                   -               -          15,155

 Shares returned to Treasury                                            -            (304,000)              -        (304,000)

 Issuance of common stock in April 2004
 related to warrant exercise at $0.35
 per common share                                                       -                   -               -       1,997,124

 Net Income                                                             -                   -         456,293         456,293

                                                        ----------------------------------------------------------------------
 Balance, June 30, 2004                                                 -            (304,000)     (5,757,221)     12,442,790
                                                        ======================================================================
</TABLE>
                                       12
<PAGE>
5.  BUSINESS ACQUISITIONS

     The  Company has signed  letters of intent to purchase  assets from two ATM
     companies to purchase  ATM's and  processing  and location  contracts.  The
     ATM's will be booked  into  fixed  assets  and the  remaining  value of the
     purchase  price will be booked into  intangible  assets and amortized  over
     approximately 7-10 years. The specific  information about the purchases are
     confidential until the transactions are completed. Although the Company has
     entered  into  letters of intent,  the  closing of these  transactions  are
     subject to the  completing of standard due diligence and the  finalizing of
     definitive  agreements of which the Company cannot provide  assurance.  The
     Company  cannot provide  guarantees  that it will be able to complete these
     acquisitions.

                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
                                                     Global Axcess Corp         Progressive Ventures, Inc.    Proforma
                                                       Balance Sheet              Balance Sheet             Balance Sheet
                                                     As of December 31, 2003   As of December 31, 2003     As of December 31, 2003
<S>                                                          <C>                          <C>                  <C>
Cash                                                         $ 1,832,079                  $ 146,718            $1,978,797
Automated teller machine vault cash                              298,705                                          298,705
Accounts receivable, net                                         450,676                    137,478               588,154
Shareholder Receivable                                                                       99,300                99,300
Prepaid expense and other current assets                         117,092                                          117,092
Fixed assets, net                                              1,840,792                      1,684             1,842,476
Intangible assets, net                                         2,312,926                     69,444             2,382,370
Other assets                                                      21,981                                           21,981
                                                   ----------------------      ---------------------     -----------------
Total assets                                                 $ 6,874,251                  $ 454,624            $7,328,875
                                                   ======================      =====================     =================


Accounts payable and accrued liabilities                         783,326                     28,309               811,635
Automated teller machine vault cash payable                      298,705                                          298,705
Notes payable-related parties - current portion                   48,320                                           48,320
Notes payable - current portion                                   40,000                                           40,000
Capital lease obligations - current portion                      105,111                                          105,111
Notes payable-related parties - long-term portion                274,771                                          274,771
Capital lease obligations - long-term portion                    201,588                                          201,588
Preferred stock                                                        -                          -                     -
Common stock                                                      46,283                      1,000                47,283
Additional paid-in capital                                    11,257,161                      2,000            11,259,161
Common stock to be issued                                         32,500                                           32,500
Accumulated deficit                                           (6,213,514)                   423,315            (5,790,199)
                                                                                                                        -
                                                   ----------------------      ---------------------     -----------------
Total liabilities and stockholders' equity                   $ 6,874,251                  $ 454,624            $7,328,875
                                                   ======================      =====================     =================
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                Global Axcess Corp         Progressive Ventures, Inc   Proforma
                                                For the year ended         For the year ended          For the year ended
                                                December 31, 2003          December 31, 2003           December 31, 2003
<S>                                                   <C>                        <C>                    <C>
Revenues                                              $ 10,201,765               $ 2,298,825            $ 12,500,590

Cost of revenues                                         6,377,846                 1,266,076            $  7,643,922
                                                -------------------        ------------------      -------------------
         Gross profit                                    3,823,919                 1,032,749            $  4,856,668

Operating
expenses
         Depreciation and amortization                     790,795                     5,436            $    796,231
         General and administrative                      2,874,999                   378,061            $  3,253,060
                                                -------------------        ------------------       -------------------
         Total operating expenses                        3,665,794                   383,497            $  4,049,291

                                                -------------------        ------------------       -------------------
Income from operations                                     158,125                   649,252            $    807,377
                                                -------------------        ------------------       -------------------

         Other Income/(expense)                            259,823                         -            $    259,823
         Interest expense                                 (108,082)                        -            $   (108,082)
                                                -------------------        ------------------       -------------------
         Total other expense                               151,741                         -            $    151,741
                                                -------------------        ------------------       -------------------
Net Income                                                 309,866                   649,252            $    959,118
                                                ===================        ==================       ===================
</TABLE>
Notes: There were intangible contracts purchased for $3,900,000 and only the
revenue and costs of revenue would become part of the Company's financial
operation. The contracts purchased were financed through the equity raised in
the private placements shown in Note 4.

The Company has signed letters of intent to purchase assets from two ATM
companies. It is expected that these acquisitions will be completed in the third
quarter. The Company will be purchasing ATM's and processing and location
contracts. The ATM's will be booked into fixed assets and the remaining value of
the purchase price will be booked into intangible assets and amortized over
approximately 7-10 years. The specific information about the purchases are
confidential until the transactions are completed.

6.  FINANCING ARRANGEMENTS

At the end of June 2004, the Company obtained a working capital credit line of
$500,000 with Wachovia Bank, currently at prime rate. At the same time the
Company obtained a $1,250,000 lease line of credit with Wachovia Bank at 5.99%.
As of June 30, 2004 neither of these credit facilities was used.

During July 2004, the Company entered into a new vault cash agreement with First
Charter Bank which will reduce its cost of cash for ATM's serviced by First
Charter Bank.

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

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

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis and Plan of
Operation." You should carefully review the risks described in other documents
filed with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-QSB that have been or are to be filed in 2004.
When used in this report, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "targets," "estimates," "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.

                                       14
<PAGE>
Summary

Global Axcess Corp (the "Company"), through its wholly owned subsidiaries, owns
and operates Automatic Teller Machines ("ATM") with locations primarily in the
eastern United States of America. Our revenues are principally derived from two
types of fees, which we charge for processing transactions on our ATM network.
The Company receives 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 the Company often receives 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. The Company receives interchange fees for transactions on ATMs
that it owns, but sometimes the Company rebates a portion of the fee to the
owner of the ATM location under the applicable lease for the ATM site. The
Company also receives the interchange fee for transactions on ATMs owned by
third party vendors included within our network, but the Company rebates all or
a portion of each fee to the third party vendor based upon negotiations between
us. The interchange fees received by us vary from network to network and to some
extent from issuer to issuer, but generally range from $0.15 to $0.55 per cash
withdrawal. Interchange fees for balance inquiries, account transfers and denied
transactions are generally substantially less than fees for cash withdrawals.
The interchange fees received by us from the card issuer are independent of the
service fees charged by the card issuer to the cardholder in connection with ATM
transactions. Service fees charged by card issuers to cardholders in connection
with transactions through our network range from zero to $2.50 per transaction.
The Company does not receive any portion of these service fees.

                                       15
<PAGE>
In most markets, we impose a surcharge fee for cash withdrawals. Surcharge fees
are a substantial source of revenue for us and other ATM network
operators. The surcharge fee for ATMs in our network ranges between $1.50 and
$2.50 per withdrawal. The surcharge fee for other ATMs in our network ranges
between $0.50 and $7.50 per withdrawal. We receive the full surcharge fee for
cash withdrawal transactions on ATMs that we own, but often we rebate a portion
of the fee to the owner of the ATM location under the applicable lease for the
ATM site. We also receive the full surcharge fee for cash withdrawal
transactions on ATMs owned by third party vendors included within our network,
but we rebate all or a portion of each fee to the third party vendor based upon
a variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.

In addition to revenues derived from interchange and surcharge fees, we also
derive revenues from providing network management services to third parties
owning ATMs included in our ATM network. These services include 24 hour
transaction processing, monitoring and notification of ATM status and cash
condition, notification of ATM service interruptions, and 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. Surcharge fees are
charged to the cardholder and credited to us by networks and credit card issuers
on a daily basis. We periodically rebate the portion of these fees owed to ATM
owners and owners of ATM locations. Fees for network management services are
generally paid to us on a monthly basis.

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

Critical Accounting Policies

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

                                       16
<PAGE>
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
In preparing these consolidated financial statements, management has made its
best estimates and judgments of the amounts and disclosures included in the
consolidated financial statements. Except as separately discussed, we do not
believe there is a great likelihood that materially different amounts would be
reported under different conditions or by using different assumptions pertaining
to the accounting policies described below.

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

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

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

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

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

Allowance of Uncollectible Accounts Receivable. Merchants and investors have
been historically billed for reimbursable expenses of the Company as part of
negotiated contracts. The accounts receivable, for these reimbursed expense
invoices, have been historically reduced by an allowance for amounts that may
become uncollectible in the future. 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

                                       17
<PAGE>
cause the estimated period of use or the value of these assets to change. We
perform annual internal studies to confirm the appropriateness of estimated
economic useful lives for each category of current equipment. Estimates and
assumptions used in setting depreciable lives require both judgment and
estimates.


Inventory

The Company has decided to sell new and used ATM's and has determined that some
of their used ATM's will be sold. Therefore the Company has moved a portion of
their ATM's from Fixed Assets to Inventory. The carrying value of these ATM's
will be at the lower of cost or market and are currently transferred at their
net book value of $194,584.

Goodwill

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

Asset Impairment

The Company reviews 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 months Ended June 30,
2004 and 2003

Revenues. The Company reported total revenue of $3,112,230 for the three month
period ended June 30, 2004 as compared to $2,634,349 for the three month period
ended June 30, 2003. During the six month periods ended June 30, 2004 and 2003
the revenues increase to $5,912,711 from $5,043,788, respectively. This increase
in the three and six month revenues are

                                       18
<PAGE>
mainly due to higher interchange revenue from newly acquired ATM merchant
locations and increased internal sales of ATMs.

Cost of Revenues. Our total cost of revenues increased from $1,698,710 to
$1,727,311 in the three month periods ended June 30, 2003 and 2004,
respectively. During the six month periods ended June 30, 2004 and 2003, the
cost of revenues increased slightly to $3,304,979 from $3,287,779, respectively.
Both the continued growth in our Branded Partners and the acquisition from the
first quarter have had a significant impact on the level of the cost of revenues
for the three and six month periods ending June 30, 2004. These factors have
reduced the costs from 64.5% for the three months ended June 30, 2003, to 55.5%
for the three months ended June 30, 2004.

Gross Margin. Gross profit as a percentage of revenue for the three month period
ended June 30, 2004 and 2003 were 44.5% or $1,384,919 and 35.5% or $935,638,
respectively. During the six month periods ended June 30, 2004 and 2003, the
gross margins increased to $2,607,732 from $1,7556,009, respectively. There was
a significant increase in the quarterly margins due to higher profitability on
the ATMs in place since December 2003. In addition, significantly higher margin
revenue resulted from the acquisition during the first quarter and the increase
in the branding of ATM locations greatly reduced costs of revenues, as noted
above.

Operating Expenses. Our total operating expenses for the three months ended June
30, 2004 and 2003, were $1,224,827 and $840,419, respectively. During the six
month periods ended June 30, 2004 and 2003, the operating expenses increased to
$2,336,330 from $1,750,690, respectively. The principal components of operating
expenses are professional fees, administrative salaries and benefits,
depreciation and amortization, consulting fees, occupancy costs, sales and
marketing expenses and administrative expenses. The increase during the three
months ended June 30, 2004 is mainly attributable to investment by the Company
into two of its subsidiaries; Electronic Payment and Transfer, Corp. and Axcess
Technology Corporation. These investments made up for 67% of the increase from
the three months ended June 30, 2003. There were also increases in investment
relations, security systems costs, audit and professional fees, salaries and
wages, employee taxes and benefits during the three and six month periods ending
June 30, 2004 as compared to the three and six month periods ended June 30,
2003. There was also an increase in depreciation and amortization due to the
acquisition of 900 ATM Merchant contracts in the first quarter of 2004 and from
assets purchased at the end of fiscal year 2003.

Income from Operations. We had income from operations for the three month period
ending June 30, 2004 in the amount of $160,091 as compared to income from
operations of $95,219 in the three month period ending June 30, 2003. During the
six month periods ended June 30, 2004 and 2003, the income from operations
increased significantly to $271,402 from $5,319, respectively. The increase in
income from operations reported was mainly due to higher revenues and reductions
in cost of revenues noted above.

Other Income and expense. In 2003 other income was mainly from cancellation of
debt offset by contingent liabilities. During the three months ended June 30,
2004, from the settlement of a lawsuit, the Company was able to return 380,000
shares of common stock to treasury at a market value of $0.80 per share. These
shares were previously charged to income in 2001 for consulting fees.

Interest Expense. Interest expense increased for the three month period ending
June 30, 2004 to $42,969 from $18,893 for the three month period ending July
30,2003. During the six month periods ended June 30, 2004 and 2003, the interest
expense increased to $64,110 from $45,725, respectively. The increase was mainly
due to fees charged on loans and leases paid off during the three and six month
periods ended June 30, 2004.

                                       19
<PAGE>
Income before Taxes. We had a net income before taxes of $366,122 for the three
months ended June 30, 2004 as compared to net income before taxes of $197,350
for the three month periods ending June 30, 2003. During the six month periods
ended June 30, 2004 and 2003, the income before taxes increased to $456,292 from
$80,617, respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
June 30, 2004 and 2003. This was a result of a net operating loss carry-forward
from 2001 of $6,623,640. We have unused operating loss carry-forwards which will
expire in various periods through 2022.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital. As of June 30, 2004, the Company had current assets of
$5,980,676 and current liabilities of $1,266,969, which results in a positive
working capital of $4,713,707, as compared to current assets of $1,066,385 and
current liabilities of $1,730,010 resulting in a working capital deficit of
$663,625 as of June 30, 2003. The ratio of current assets to current liabilities
increased to 4.72 at June 30, 2004 from .62 at June 30, 2003. Thus, the overall
working capital increased by $5,377,332. The increase in the working capital as
of June 30, 2004 resulted mainly from the capital raises during the first
quarter for over $7.0 million.

Additional Funding Sources

We have funded our operations and capital expenditures from cash flow generated
by operations, capital leases, from the settlement of various issues with third
parties and from the sale of securities. Net cash provided by operating
activities during the six month period ending June 30, 2004 and 2003 was
$104,188 and $68,568, respectively. Net cash provided by operating activities in
the six month period ending June 30, 2004 consisted primarily of a net income of
$456,293, depreciation and amortization of $613,063, shares returned to treasury
of $304,000 and an increase in contingent reserves of $55,000, increases in
other changes in operating assets and liabilities amounted to $715,994. The
increase in the operating assets were mainly due to higher levels of accounts
receivable from the acquisition of $221,546, a note receivable for $99,895,
increase in prepaid and other assets of $448,332. The sale of our common stock
less fees netted $7,113,068 in proceeds for issuance of common stock, and
allowed us to make the acquisition for $3,965,370 (plus fees less amortization).
The Company was also able to purchase fixed assets in the form of computer
hardware and upgraded software and new ATMs totaling $772,919.

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

                                       20
<PAGE>
investors for this purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company has conducted
several private placement offerings with accredited investors.

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

The Company is continuing its efforts to raise additional capital through equity
or debt financings. The Company estimates to continue its current business plan
and acquisition strategy, it will require approximately $8,500,000 in additional
capital to meet its needs for the next 12 months for acquisitions and such items
as new ATM leases and software development.

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

The Company has obtained two credit lines with Wachovia Bank including a
$500,000 working capital line and a $1,250,000 lease line. The Company has other
equipment lease lines available to them from other sources totaling $3,500,000.

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

     o    Palm Desert Bank. Nationwide Money Services has been using Palm Desert
          National Bank as a vault cash provider since April of 2001. This
          relationship was limited to the funding of a specific portfolio of
          ATMs and as a result limited the growth potential of the relationship.
          During the third quarter of 2002, Nationwide Money and Palm Desert
          initiated discussions to expand the relationship and for Palm Desert
          to provide vault cash for additional ATMs. As of June 30, 2004,
          Nationwide Money had 109 ATMs funded by Palm Desert with a vault cash
          outstanding balance of about $2,200,000. In January 2003, we entered
          into an arrangement with Palm Desert allowing us to obtain up to
          $10,000,000 in vault cash. The Palm Desert Bank arrangement has a term
          of two years and may be terminated by Palm Desert Bank upon breach by
          us and upon the occurrence of certain other events. Under this
          arrangement, we are required to pay a monthly service fee on the
          outstanding amount equal to the prime rate of interest, plus a
          specified percentage, and must pay monthly "bank" fees. Additionally
          the Company is required to make a deposit with Palm Desert Bank in an
          amount determined by the outstanding balance. We are also required to
          maintain insurance on the vault cash.

                                       21
<PAGE>
     o    WSFS. On May 15, 2000, we entered into an arrangement with Wilmington
          Savings Fund Society ("WSFS") allowing us to obtain up to $2,000,000
          in vault cash. In May 2002, we renewed the agreement with WSFS and
          increased the vault cash limit to $5,000,000 and the new contract has
          a month-to-month term. As of June 30, 2004, approximately
          $1,900,000 was outstanding. The WSFS contract may be terminated by
          WSFS at any time upon breach by us and upon the occurrence of certain
          other events. Under this arrangement, we are required to pay a monthly
          service fee on the outstanding amount equal to the prime rate of
          interest, plus a specified percentage, and must pay monthly "bank" and
          insurance fees. We are also required to maintain insurance on the
          vault cash.

     o    Various Branded Cash Partners. Nationwide Money has partnered with
          numerous banks and credit unions to market specific Nationwide Money
          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 June 30, 2004, Nationwide Money had 54 branded partners,
          which funded 473 ATMs in 8 states, with about $8.5 million in
          outstanding vault cash.

As a result of certain factors, our working capital has increased from the same
period a year ago. We had negative working capital of $663,625 on June 30, 2003
and this has changed to a positive working capital of $4,713,707 at June 30,
2004. An increase of $5,377,332 in working capital is mainly due the several
private placement offerings of the Company's securities. Some of the cash
portion was used to payoff lease obligations, notes due to related parties,
notes payable and to purchase fixed assets and ATM equipment. In addition, we
have incurred additional demands on our available capital in connection with the
start-up expenses associated with our two new subsidiaries Axcess Technologies
Corporation and Electronic Payment & Transfer, Corp. The majority of the funds
remaining will be used to make acquisitions.

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

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

Contractual Obligations. Our ability to fund our capital needs is also impacted
by our overall capacity to acquire favorable financing terms in our acquisition
of ATMs. Our contractual obligations, including commitments for future payments
under non-cancelable lease arrangements and short and long-term debt
arrangements, are summarized below. We do not participate in, nor secure
financings for, any unconsolidated, limited or special purpose entities.
We anticipate that our capital expenditures for fiscal 2004 will total

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<PAGE>
approximately $1,500,000, primarily for the acquisition of ATMs and related ATM
installation costs. We lease ATMs under capital lease agreements that expire
between in 2006 and 2007 and provide for lease payments at interest rates up to
15% per annum. See Note 8 to the Consolidated Financial Statements in the Form
10KSB Annual Report.

Inflation

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

Risk Factors

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

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

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

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

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

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

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

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

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

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

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

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

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

      o   Changes in general economic conditions.


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

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

FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

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

We have a limited operating history which may not be an indicator of our future
results

As a result of our limited operating history, our plan for rapid growth, and the
increasingly competitive nature of the markets in which we operate, the
historical financial data is of limited value in evaluating its future revenue
and operating expenses. Our 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. We 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 we expand operations. To the extent that these expenses precede, or are not
rapidly followed by, a corresponding increase in revenue, our business,
operating results, and financial condition will suffer.

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<PAGE>
We are dependent upon a few key personnel and their loss may negatively impact
our results from operations

Our success depends upon the continued contributions of certain key personnel,
including, among others, Michael Dodak, our Chief Executive Officer, and David
Fann, our President, who may be difficult to replace because of their extensive
experience in their fields, extensive market contacts and familiarity with our
activities. While we believe we have sufficient cross expertise, if any key
management employee were to cease employment, our operating results may suffer.
Our future success also depends in large part upon its ability to hire and
retain additional highly skilled managerial, operational and marketing
personnel. Should we be unable to attract and retain skilled personnel, our
performance may suffer. The termination of our contract with our major customer
could negatively impact our results of operations and may result in our ceasing
operations

Our contract with a major customer (Food Lion) expired in September 2001. We
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 were
for a five-year period for both the existing sites and the new sites. During
fiscal year 2003, we renegotiated these contracts to extend the lives until
April 2011 and have in service approximately 670 ATM sites. The sites maintained
by Food Lion and Kash n Karry constitute approximately 30% of our total sites
and 56% of our total revenues. Historically, these sites have generated average
revenue per site in excess of other sites. If we were to lose the Food Lion and
Kash n Karry accounts, our revenues would be substantially affected

The continued growth and acceptance of debit cards as a means of payment could
negatively impact our results of operations

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
increased 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

Any regulation or elimination of surcharge or intercharge fees could have a
materially adverse impact on our results of operations

There have been various efforts by both consumer groups and various legislators
to eliminate surcharge fees, which comprise a large portion of our revenue. In
the event that surcharges are terminated, the revenue generated from cash
withdrawal transactions would be significantly reduced and would cause
irreparable harm to our results of operations. There have also been efforts by
various legislators to eliminate interchange fees. Although this would have a
negative immediate impact, we believe, although we cannot guarantee, that the
industry will respond by increasing surcharge fees to make up the loss in
interchange fees. In the event that the loss of interchange fees could not be
passed through via an increase in surcharge fees, the elimination of interchange
would severally impact our company.

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 industry is 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

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<PAGE>
The ATM and electronic transaction processing industries are increasingly
competitive, which could adversely impact our results from operations and
financial condition.

The ATM business is and can be expected to remain highly competitive. While our
principal competition comes from national and regional banks, we also compete
with independent ATM companies. All of these competitors offer services similar
to or substantially the same as those offered by our company. Most of these
competitors are larger, more established and have greater financial and other
resources than our company. Such competition could prevent us from obtaining or
maintaining desirable locations for our machines or could cause us to reduce our
user fees generated by our ATMs or could cause our 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.

If our computer network and data centers were to suffer a significant
interruption, our business and customer reputation could be adversely impacted
and result in a loss of customers

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

We may be unable to protect our intellectual property rights, which could have a
negative impact on our results of operations

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.

                                       26
<PAGE>
Item 3.     Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of June 30, 2004.
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, 2004.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

During January 2004, the Company received a claim filed by James Collins, a
previous employee of Global Axcess Corp. The claim was filed in Superior court
of California, County of San Diego on March 2, 2004. The claim alleges that
pursuant to an employment agreement, that the former employee is owed
compensation, bonuses, other benefits of approximately $316,915, ; and450,000
restricted shares and 1,798,500 stock options exercisable at $0.75 per share.

The Company believes that this claim is unfounded. 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.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities.

None.

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

Stockholders holding a majority of the Company's outstanding common stock,
pursuant to a written consent of stockholders dated January 28, 2004 in lieu of
a special meeting of the stockholders, voted to amend the Company's Certificate
of Incorporation to increase the number of authorized shares of common stock of
the Company from 125,000,000 shares to 225,000,000 shares.

None.

Item 5.  Other Information.

In May 2004, Robert Jansen was appointed as a director of the Company. Mr.
Jansen also serves as a director of Automated Pay Systems ("APS"), which is a
continuing customer of the Company.

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.

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


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

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

(b) Reports on Form 8-K

On April 26, 2004, the Company filed a Form 8-K/A amending the Form 8-K filed on
February 11, 2004. Under Items 2 and 7, the Form 8-K/A reported the acquisition
of ATM processing merchant agreements to service 900 automated teller machines
and trademarks from Progressive Ventures, Inc. The Form 8-K/A included audited
financial statements for Progressive Ventures, Inc. and pro forma financial
information.

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<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as of
August 5th, 2004 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 5th day of August, 2004.

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

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

/S/ Don Headlund
Don Headlund                       Director

/S/ Lock Ireland
Lock Ireland                       Director

/S/ Robert Landis
Robert Landis                      Director

/S/ Georg Hochwimmer
Georg Hochwimmer                   Director

/S/ Robert Jansen
Robert Jansen                      Director

/S/ David Surette
David Surette                      Chief Financial Officer

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