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 March 31, 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 May 12, 2004, the Issuer had 87,842,227 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>
  Item  1.  Financial Statements                                                           4
  Item  2.  Management's Discussion and Analysis or Plan of Operation                     16
  Item  3.  Controls and Procedures                                                       29

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                                             30
  Item  2.  Changes in Securities.                                                        30
  Item  3.  Defaults Upon Senior Securities.                                              32

  Item  4.  Submission of Matters to a Vote of Security Holders.                          32

  Item  5.  Other Information.                                                            32


  Item  6.  Exhibits and Reports on Form 8-K.                                             32

SIGNATURES                                                                                34
</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

                                        2

<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 of
their accuracy and the reasonableness of the assumptions on which they are
based.

                                        3

<PAGE>
                           PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2004
                                   (Unaudited)


                                     ASSETS
Current assets
              Cash                                                  $ 4,535,822
              Automated teller machine vault cash                       277,362
              Accounts receivable, net                                  632,447
              Note receivable                                           190,000
              Prepaid expense and other current assets                  122,523
                                                               -----------------
                          Total current assets                      $ 5,758,154

Fixed assets, net                                                     1,944,573

Other assets
              Intangible assets, net                                  6,140,726
              Other assets                                               36,979

                                                               -----------------
Total assets                                                       $ 13,880,432
                                                               =================

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
              Accounts payable and accrued liabilities                $ 789,590
              Automated teller machine vault cash payable               277,362
              Notes payable-related parties - current portion            13,855
              Capital lease obligations - current portion                85,416
                                                               -----------------
                          Total current liabilities                   1,166,223

Long-term liabilities
              Notes payable-related parties - long-term portion         193,693
              Capital lease obligations - long-term portion             170,484
                                                               -----------------
Total liabilities                                                     1,530,400
                                                               -----------------

Commitments and contingencies

Stockholders' equity
    Preferred stock $0.001 par value; 25,000,000 shares
                authorized, 0 shares issued and outstanding                  -
    Common stock; $0.001 par value; 225,000,000 shares authorized,
       80,515,438 shares issued and outstanding                          80,515
    Additional paid-in capital                                       16,426,371
    Common stock to be issued                                         1,966,490
    Accumulated deficit                                              (6,123,344)
                                                               -----------------
                          Total stockholders' equity                 12,350,032

                                                               -----------------
Total liabilities and stockholders' equity                         $ 13,880,432
                                                               =================


      See Accompanying Notes to Condensed Cosolidated Financial Statements

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

<TABLE>
<CAPTION>
                                                Three Months Ended March 31,
                                                     2004             2003
                                                ---------------------------------

<S>                                                 <C>              <C>
Revenues                                            $ 2,800,481      $ 2,447,877

Cost of revenues                                      1,577,667        1,634,212
                                                ---------------------------------
               Gross profit                           1,222,814          813,665
                                                ---------------------------------

Operating expenses
              Depreciation and amortization             300,331          209,569
              General and administrative                811,172          694,266
                                                 --------------------------------
                          Total operating expenses    1,111,503          903,835
                                                ---------------------------------

Income/(loss) from operations                           111,311          (90,170)
                                                ---------------------------------
Other expense
              Interest expense                           21,141           25,693
                                                 --------------------------------
                          Total other expense            21,141           25,693
                                                ---------------------------------
Income/(loss) before provision for income taxes          90,170         (115,863)

Provision for income tax benefit                              -           39,000
                                                ---------------------------------
Net Income/( loss)                                     $ 90,170        $ (76,863)
                                                =================================

 Basic income/(loss) per common share                    $ 0.00          $ (0.00)
                                                =================================

 Basic weighted average common shares outstanding    63,304,477       23,528,148
                                                =================================

 Full diluted income/(loss) per common share             $ 0.00
                                                ================

 Fully diluted weighted average common shares        91,675,964
                                                ================
</TABLE>
>

      See Accompanying Notes to Condensed Cosolidated Financial Statements

                                       5
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                      March 31, 2004        March 31, 2003
                                                                   --------------------------------------------

<S>                                                                       <C>                       <C>
Cash flows from operating activities:
      Net income/(loss)                                                        $ 90,170              $ (76,863)
      Adjustments to reconcile net income to net
       cash provided by operating activities:
            Depreciation and amortization                                       300,331                209,569
      Changes in operating assets and liabilities:
            Change in automated teller machine vault cash                       (21,343)              (548,650)
            Change in accounts receivable                                      (181,771)                (6,997)
            Change in prepaid expenses and other current assets                  (5,431)                26,843
            Change in other assets                                              (14,998)               (38,500)
            Change in accounts payable and accrued liabilities                    6,264                (52,725)
            Change in automated teller machine vault cash payable                21,343                548,650
            Change in due to related parties                                         --                (16,500)
                                                                   --------------------------------------------
                    Net cash provided by operating activities                   194,565                 44,827
                                                                   --------------------------------------------

Cash flows from investing activities:
      Purchase of fixed assets                                                 (291,911)                (1,253)
      Note receivable issued for loan                                          (190,000)                    --
      Purchase of contracts                                                  (3,940,000)                    --
                                                                   --------------------------------------------
                   Net cash used in investing activities                     (4,421,911)                (1,253)
                                                                   --------------------------------------------

Cash flows from financing activities:
      Proceeds from issuance of common stock                                  5,203,442                     --
      Proceeds from common stock to be issued                                 1,933,990                     --
      Principal payments on notes payable                                       (40,000)                (1,000)
      Principal payments on notes payable - related parties                    (115,544)                    --
      Principal payments on capital lease obligations                           (50,799)               (68,505)
                                                                   --------------------------------------------
        Net cash provided by (used in) financing activities                   6,931,089                (69,505)
                                                                   --------------------------------------------

Increase/(decrease) in cash                                                   2,703,743                (25,931)

Cash, beginning of period                                                     1,832,079                116,568
                                                                   --------------------------------------------

Cash, end of period                                                         $ 4,535,822               $ 90,637
                                                                   ============================================

Supplemental disclosure of cash flow information:
      Cash paid for income taxes                                                   $ --                   $ --
                                                                   ============================================
      Cash paid for interest                                                   $ 31,141                $ 6,971
                                                                   ============================================

</TABLE>

      See Accompanying Notes to Condensed Cosolidated Financial Statements

                                       6
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                            <C>
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
                                                                                      =======================

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

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

1. BASIS OF PRESENTATION

     The accompanying unaudited 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 unaudited. In
     the opinion of management, all adjustments necessary to present fairly the
     financial position as of March 31, 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 an automated teller machine ("ATM") network and processing
     consolidator that plans to expand through the strategic acquisition of
     profitable ATM businesses, internal growth and, deployment of enhanced
     non-banking ATM consumer 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.

     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 applicable period. Diluted earnings per share is computed using
     the weighted average number of common and 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:

                                        8

<PAGE>
                                                           Three Months Ended
                                                            March 31, 2004
                                                      -----------------------
Basic weighted average common shares outstanding                  63,304,477

Add: Dilutive common stock equivalents                            28,371,487
                                                      -----------------------
Fully diluted weighted average common shares                      91,675,964
                                                      =======================

 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>
                                                            Three months ended March 31,
                                                                 2004            2003
                                                            -------------  -------------
<S>                                                         <C>            <C>
       Net Income, as reported                              $     90,170   $   (76,863)
       Deduct: Stock-based employee compensation
        expense included in reported loss,
        net of related tax effects                                    --            --
       Add: Total stock-based employee
        compensation expense determined under
        fair value based methods for all awards,
        net of related tax effects                            (1,327,041)      (70,689)
                                                            -------------  -------------
       Pro forma net income/(loss)                          $ (1,236,871)  $  (147,552)
                                                            =============  =============

       Net loss per common share
        Basic and diluted income/(loss), as reported        $       0.00     $   (0.00)
                                                            =============   ============
        Basic and diluted income/(loss), pro forma          $      (0.02)     $  (0.01)
                                                            =============  =============
</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.

                                        9
<PAGE>
3. COMMITMENTS AND CONTINGENCIES

     Leased facilities - During March 2004, the Company extended the operating
     lease for its facilities under a non-cancelable operating lease for an
     additional 3 years expiring in March 2009. The agreement calls for an
     annual base rent of approximately $180,326 with an annual cost of living
     increase of 3%. Rent Expense during the three month period ending March 31,
     2004 and 2003 was $76,606 and $38,101, respectively.

         Future minimum rental payments required under the operating lease for
         the office facilities as of March 31, 2004 are as follows:


         remaining nine months of 2004                     $       140,172
         2005                                                      191,917
         2006                                                      197,674
         2007                                                      203,605
         2008                                                      209,713
         2009                                                       35,476
                                                            ----------------

                                                          $        978,557
                                                            ================

                                       10

<PAGE>
COMMITMENTS AND CONTINGENCIES (continued)

     Legal proceedings - On May 30, 2002, the Company filed an amended complaint
     in the Superior Court of the State of California for the County of Orange
     against Fred G. Luke, Richard Weed, and Weed & Co. In the complaint, the
     Company alleged that the defendants or entities controlled by the
     defendants, improperly received approximately 1,000,000 shares of common
     stock of the Company pursuant to three Form S-8 Registration Statements as
     filed with the Securities and Exchange Commission on March 30, 2000, May
     30, 2001 and October 12, 2001. The Company was seeking damages in an amount
     to be proven at trial, that the Agreement and Amended Agreement entered
     into with Fred G. Luke be rescinded, that a temporary restraining order, a
     preliminary injunction and a permanent injunction be issued enjoining
     defendants from transferring the remaining 500,000 shares of common stock
     of the Company and the payment of reasonable attorney's fees. As of March
     31, 2004 the Company settled the claim, in which the Company will be
     returned 380,000 shares and Mr. Luke will be able to keep 120,000 shares.
     The other 500,000 was sold in the market and can not be returned. The
     complaint was settled with no material adverse effect on the Company's
     condensed consolidated results of operations, cash flows or financial
     position.

     During April 2003, the Company received a notification from the District
     Court of the State of Texas for the County of Dallas, in regards to a
     complaint by Mr. Vaneet Duggal, against Nationwide Money Services, Inc.,
     claiming the Company (through the Tallent acquisition) owed Mr. Duggal
     $106,712, for vault cash. The Company has an agreement with Mr. Jimmy
     Tallent indemnifying the Company, specifically for any claims brought by
     Mr. Duggal. As of March 31, 2004 the Company settled the complaint with no
     material adverse effect on the Company's condensed consolidated results of
     operations, cash flows or financial position.

     During June 2003, the Company received notification from the District Court
     of the State of Texas for the County of Harris, in regards to the complaint
     filed by Terran Reneau, Joseph Klimek, L. Micheal Howard and Charlotte
     Howard, claiming ATM International, Inc., SmartATM and Randell Coleman
     fraudulently transferred assets to the Company, naming the Company in the
     filing, the value of which is undetermined. Although it cannot provide
     assurance, the Company believes that this filing is unfounded since the
     acquisition of assets was completed before any of the original filings
     against ATM International, Inc. occurred. As of March 31, 2004 the Company
     settled the complaint with no material adverse effect on the Company's
     condensed consolidated results of operations, cash flows or financial
     position.



     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 the following are owed in connection with the employment agreement:

          o    compensation, bonuses and other benefits of approximately
               $316,915; and
          o    450,000 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.




     4. CHANGES IN STOCKHOLDERS' EQUITY


January 15, 2004, the Company closed its Regulation S private offering whereby
it raised $1,039,500 during the three months ended March 31, 2004 in connection
with the sale of 2,204,063 units for $.50 per unit to accredited and
institutional


                                       11
<PAGE>
investors. Each unit consists of two shares of common stock of the
Company and one common stock purchase warrant. The common stock purchase
warrants are exercisable for a period of three years at an exercise price of
$.35 per share.

January 19, 2004, the Company closed its 2nd private offering whereby it raised
$490,000 during the three months ended March 31, 2004 in connection with the
sale of 1,070,000 units for $.50 per unit to accredited and institutional
investors. Each unit consists of two shares of common stock of the Company and
one common stock purchase warrant. The common stock purchase warrants are
exercisable for a period of three years at an exercise price of $.35 per share.

January 29, 2004, the Company raised $3,500,000 in connection with the sale of
14,000,000 shares of common stock for $.25 per share to two institutional
investors. The investors, upon the purchase of every two shares of common stock,
also received four common stock purchase warrants, which resulted in the
issuance of 28,000,000 common stock purchase warrants. The Company issued four
types of warrants (F Warrants, G Warrants, H Warrants and I Warrants), which are
exercisable for a period of five years or for 18 months after the effective date
of a registration statement covering the shares of common stock underlying the
warrants, whichever is longer. The four warrants terms are as follows:

o    The F Warrants are exercisable at $.35 per share and are not callable by
     the Company.

o    The G Warrants are exercisable at $.35 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $0.70 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the G Warrant.

o    The H Warrants are exercisable at $.50 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $1.00 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the H Warrant.

o    The I Warrants are exercisable at $1.00 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $1.25 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the I Warrant.

All common shares associated with this private placement are restricted
securities in accordance with Rule 144 as promulgated under the of the
Securities Act of 1933. However, the Company is required to file a registration
statement covering the shares of common stock and the shares underlying the
common stock purchase warrants no later then May 30, 2004 and it is required to
go effective by July 29, 2004. The Company is currently prepared for this
filing.

During January 2004, shareholders exercised stock purchase warrants for 234,963
shares of common stock. These stock purchase warrants were exercised at several
prices per share for an amount of $15,155.

During the three months ending March 31, 2004 shareholders exercised stock
purchase warrants for an aggregate of 12,853,485 shares of common stock. These
stock purchase warrants were exercised on a cashless provision.

During February 2004, shareholders exercised stock purchase warrants for 429,550
shares of common stock. These stock purchase warrants were exercised at $0.10
per share for an amount of $42,955.

Also during February 2004, shareholders exercised stock purchase warrants for
166,666 shares of common stock. These stock purchase warrants were exercised at
$0.50 per share for an amount of $83,333.

                                      12
<PAGE>
In March 2004, shareholders exercised stock purchase warrants at $0.35 per share
and received $1,966,489. The Company issued 5,618,571 shares on April 1, 2004.

See the table below for all the equity  transactions  for the three month period
ending March 31, 2004:

<TABLE>
<CAPTION>

                                                                  Common Stock              Additional     Common Stock
                                                        --------------------------------
                                                             Shares          Amount      Paid-in Capital   to be issued
                                                        ------------------------------------------------------------------
<S>                                                           <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
 excercised on cashless provision in February 2004            8,336,744           8,337            (8,337)             -

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

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

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

 Stock Warrants from prior years issuances
 excercised 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              -

 Funds received prior to March 31, 2004
 shares have not been issued                                          -               -                 -      1,966,489

 Net income                                                           -               -                 -              -

                                                        ------------------------------------------------------------------
 Balance, March 31, 2004                                     80,515,438        $ 80,516      $ 16,426,372    $ 1,966,489
                                                        ==================================================================

</TABLE>
                                       13
<PAGE>



<TABLE>
<CAPTION>

                                                      Prepaid Consulting                     Total
                                                      Services Paid in    Accumulated    Stockholders'
                                                        Common Stock        Deficit         Equity
                                                      --------------------------------------------------
<S>                                                               <C>           <C>            <C>
      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                                   -               -       1,039,500
 per share
 Issuance of common stock in January 2004
 related to Private Placement 2 at $0.25                              -               -         490,000
 per share

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

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

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

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

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

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

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

 Funds received prior to March 31, 2004                               -               -       1,966,489
 shares have not been issued
                                                                      -          90,170          90,170
 Net income
                                                      --------------------------------------------------
                                                                    $ -     $(6,123,344)   $ 12,350,033
 Balance, March 31, 2004                              ==================================================
</TABLE>


                                       14
<PAGE>
5.  BUSINESS ACQUISITION

       Acquisition - On February 1, 2004, the Company acquired approximately 900
       ATM Merchant processing agreements from Progressive Ventures, Inc. for
       cash of $3.9 million with contract lives of approximately 40 months. The
       following table reflects the unaudited pro-forma condensed balance sheet
       and statement of operations, as of and for the year ended December 31,
       2003 as if the acquisition had taken place on January 1, 2003.

                      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>

                                       15

<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 discussed in Note 4.



6. SUBSEQUENT EVENTS

The Company has signed a letter of intent to purchase assets from an ATM
company. The specific information about the purchase is being kept confidential
until the transaction is completed.




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


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

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

                                       16
<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.
We receive an interchange fee from the issuer of the credit or debit card for
processing a transaction when a cardholder uses an ATM in our network. In
addition, in most cases we receive a surcharge fee from the cardholder when the
cardholder makes a cash withdrawal from an ATM in our network.

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


                                       17
<PAGE>
In most markets we impose a surcharge fee for cash withdrawals. Surcharge fees
are a substantial additional source of revenue for us and other ATM network
operators. The surcharge fee for ATMs in our network ranges between $1.50 and
$2.50 per withdrawal. The surcharge fee for other ATMs in our network ranges
between $0.50 and $7.50 per withdrawal. We receive the full surcharge fee for
cash withdrawal transactions on ATMs that we own, but often we rebate a portion
of the fee to the owner of the ATM location under the applicable lease for the
ATM site. We also receive the full surcharge fee for cash withdrawal
transactions on ATMs owned by third party vendors included within our network,
but we rebate all or a portion of each fee to the third party vendor based upon
a variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.

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

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

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

Critical Accounting Policies

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

                                       18

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

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

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

                                       19

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

Goodwill

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


Asset Impairment

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

Comparison of Results of Operations for the Three Months Ended March, 2004 and
2003


Revenues. The Company reported total revenue of $2,800,481 for the three month
period ended March 31, 2004 as compared to $2,447,877 for the three month period
ended March 31, 2003. This increase in the three month revenues are
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 decreased from $1,634,212 to
$1,577,667 in the three month periods ended March 31, 2003 and 2004,
respectively. The principal components of cost of revenues are cost of cash and
cash replenishment, maintenance, salaries, telecommunication services and
transaction processing charges, interchange and surcharge rebates, and ATM site
rentals. The decrease in the cost of revenues for the three month period ended
March 31, 2004 compared to the prior year in cost of revenues, is attributable
to the increase in

                                       20
<PAGE>
branded site locations resulting in reductions of costs of cash and cash
replenishment. The reduction of unprofitable site locations during 2003 also had
a significant impact on the level of the cost of revenues for the three month
period ending March 31, 2004.

Gross Margin. Gross profit as a percentage of revenue for the three month period
ended March 31, 2004 and 2003 were 43.7% or $1,222,814 and 33.2% or $813,665,
respectively. There was a significant increase in the quarterly margins due to
higher profitability on the ATMs in place since December 2003, also higher
margin revenue came to the Company from the acquisition during the quarter and
the increase in the branding of ATM locations reduced costs of revenues, as
noted above.

Operating Expenses. Our total operating expenses for the three months ended
March 31, 2004 and 2003, were $1,111,503 and $903,835, 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 in
the quarter ended March 31, 2004 is mainly attributable to an increase in
salaries and wages and employee taxes and benefits during the three month period
ending March 31, 2004 as compared to the three month period ended March 31,
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 March 31, 2004 in the amount of $111,311, as compared to a loss from
operations of $90,170 in the three month period ending March 31, 2003. The
increase in income from operations reported was mainly due to higher revenues
and reductions in cost of revenues noted above.

Interest Expense. Interest expense decreased slightly for the three month period
ending March 31, 2004 to $21,141 from $25,693 for the three month period ending

                                       21
<PAGE>
March 31, 2003. The decrease is mainly due to loans initiated during the periods
prior to 2003 that were paid down during fiscal year 2003 and first quarter
2004.

Income before Taxes. We had a net income before taxes of $90,170 as compared to
a loss before taxes of $115,863 for the three month periods ending March 31,
2004 and 2003, respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
March 31, 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. The company has provided for a tax
benefit during the three month period of March 31, 2003 of $39,000 as needed to
provide for tax losses, and no tax provision during the three month period
ending March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital. As of March 31, 2004, the Company had current assets of
$5,758,154 and current liabilities of $1,166,223, which results in a working
capital of $4,591,931, as compared to current assets of $1,235,068 and current
liabilities of $2,732,126 resulting in a working capital deficit of $1,497,058
as of March 31, 2003. The ratio of current assets to current liabilities
increased to 4.85 at March 31, 2004 from .45 at March 31, 2003. Thus, the
overall working capital increased by $6,088,989. The increase in the working
capital during the three month period ended March 31, 2004 resulted mainly from
the capital raises (as noted below in Part II. Item 2. Changes in Securities and
Use of Proceeds) during the 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 three month period ending March 31, 2004 and 2003 was
$94,565 and $44,827, respectively. Net cash provided by operating activities
in the three month period ending March 31, 2004 consisted primarily of a net
income of $90,170 and depreciation and amortization of $300,331 and other
changes in operating assets and liabilities amounted to a decrease of $195,936.
The cash provided by operating activities allowed us to pay off or pay-down
$206,334 for various lease obligations and notes payable obligations. The sale
of our common stock less fees netted $5,203.443 in proceeds for issuance of
common stock, and allowed us to make the acquisition for $3,900,000 (plus fees
less amortization). The Company used a call provision for stock purchase
warrants and received $1,966,489 in March and has common stock shares to be
issued of 5,618,571.

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

                                       22
<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 $6,500,000 in additional
working capital to meet its needs for the next 12 months for acquisitions and
such items as new ATM leases, software development and acquisitions.

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

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

     o    Palm Desert Bank. Nationwide Money Services has been using Palm Desert
          National Bank as a vault cash provider since April of 2001. This
          relationship was limited to the funding of a specific portfolio of
          ATMs and as a result limited the growth potential of the relationship.
          During the third quarter of 2002, Nationwide Money and Palm Desert
          initiated discussions to expand the relationship and for Palm Desert
          to provide vault cash for additional ATMs. As of March 31, 2004,
          Nationwide Money had 108 ATMs funded by Palm Desert with a vault cash
          outstanding balance of about $1,900,000. 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.


                                       23
<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 March 31, 2004, approximately
          $2,500,000 was outstanding. The WSFS contract may be terminated by
          WSFS at any time upon breach by us and upon the occurrence of certain
          other events. Under this arrangement, we are required to pay a monthly
          service fee on the outstanding amount equal to the prime rate of
          interest, plus a specified percentage, and must pay monthly "bank" and
          insurance fees. We are also required to maintain insurance on the
          vault cash.

     o    Various Branded Cash Partners. Nationwide Money has partnered with
          numerous banks and credit unions to market specific Nationwide ATMs to
          the cardholders of these institutions. We add signage and marketing
          material to the ATM so that the ATM is easily identified as being
          associated with the bank or credit union, and the cardholders of these
          institutions receive surcharge free transactions at the designated
          ATMs. This provides the bank or credit union additional marketing
          power and another point of access to funds for their cardholders. In
          return for this benefit, the bank or credit union, provide and manage
          the vault cash in the specified ATM(s), as well as provide and pay for
          cash replenishment and first line maintenance. The advantage to
          Nationwide Money is that this reduces the costs associated with vault
          cash, cash replenishment and first line by approximately 50%. Another
          advantage is that with a branded ATM, transactions volumes
          traditionally increase more than at a non-branded ATM. As of March
          31, 2004, Nationwide Money had 37 branded partners, which funded 382
          ATMs in 8 states, with about $8 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 $1,497,058 on March 31,
2003 and this has changed to a positive working capital of $4,591,131 at March
31, 2004. An increase of $6,088,989 in working capital is mainly due the several
Private Placement Offerings. 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 Corp. and Electronic Payment &
Transfer, Corp. The majority of the funds remaining will be used to make
acquisitions.

During February 2004, the Company acquired approximately 900 ATM Merchant
processing agreements for $3.9 million. These funds were mainly funded through
institutional investors through two additional Private Placement Offerings
totaling approximately $4.5 million.

The 900 ATM Merchant contracts are expected to add approximately $100,000 per
month of EBITDA cash flow (See the Proforma Statements above). Along with these
contracts, 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

                                       24
<PAGE>
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
approximately $1,500,000, primarily for the acquisition of ATMs and related ATM
installation costs. We lease 30 of our ATMs under capital lease agreements that
expire between in 2006 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;

                                       25

<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:

Limited Operating History

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

                                       26
<PAGE>

Dependence on Key Personnel

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

Major Contract

During September 2003, the Company renegotiated the current contract with Food
Lion and extended the contract another 4.5 years until April 2011. The Company's
contracts with Food Lion, and an affiliated company, Kash n Karry, have placed
in service approximately 700 ATM sites. The sites maintained by Food Lion and
Kash n Karry constitute approximately 30% of the total sites and 56% of total
revenues of the Company. Historically, these
sites have generated average revenue per site in excess of other sites. Although
the loss of this contract could have a material adverse effect on the Company's
financial condition and future results of operations, the company believes as it
grows through its acquisition strategy this contract will have a reduced
materiality level.

Debit Cards

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

Other Factors

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


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

                                       27

<PAGE>

     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. Just recently First Data
Corporation, currently a stock holder in Global Axcess Corp with 7,056,461
shares, is in the process of purchasing Concord EFS.


Competition

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

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

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

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

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

If we fail to develop and introduce new and enhanced products and services,


                                       28
<PAGE>
we will not be able to compete effectively and our ability to generate revenues
will suffer.



We may be unable to protect our intellectual property rights.

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

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

Trademark.

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

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



Item 3.     Controls and Procedures.

As of 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

                                       29
<PAGE>

on that evaluation, the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 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 March 31, 2004.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

On May 30, 2002, the Company filed an amended complaint in the Superior Court of
the State of California for the County of Orange against Fred G. Luke, Richard
Weed, and Weed & Co. In the complaint, the Company alleged that the defendants
or entities controlled by the defendants, improperly received approximately
1,000,000 shares of common stock of the Company pursuant to three Form S-8
Registration Statements as filed with the Securities and Exchange Commission on
March 30, 2000, May 30, 2001 and October 12, 2001. The Company was seeking
damages in an amount to be proven at trial, that the Agreement and Amended
Agreement entered into with Fred G. Luke be rescinded, that a temporary
restraining order, a preliminary injunction and a permanent injunction be issued
enjoining defendants from transferring the remaining 500,000 shares of common
stock of the Company and the payment of reasonable attorney's fees. As of March
31, 2004 the Company settled the claim, in which the Company will be returned
380,000 shares and Mr. Luke will be able to keep 120,000 shares. The other
500,000 was sold in the market and can not be returned. The complaint was
settled with no material adverse effect on the Company's condensed consolidated
results of operations, cash flows or financial position.

During April 2003, the Company received a notification from the District Court
of the State of Texas for the County of Dallas, in regards to a complaint by Mr.
Vaneet Duggal, against Nationwide Money Services, Inc., claiming the Company
(through the Tallent acquisition) owed Mr. Duggal $106,712, for vault cash. The
Company has an agreement with Mr. Jimmy Tallent indemnifying the Company,
specifically for any claims brought by Mr. Duggal. As of March 31, 2004 the
Company settled the complaint with no material adverse effect on the Company's
condensed consolidated results of operations, cash flows or financial position.

During June 2003, the Company received notification from the District Court of
the State of Texas for the County of Harris, in regards to the complaint filed
by Terran Reneau, Joseph Klimek, L. Micheal Howard and Charlotte Howard,
claiming ATM International, Inc., SmartATM and Randell Coleman fraudulently
transferred assets to the Company, naming the Company in the filing, the value
of which is undetermined. Although it cannot provide assurance, the Company
believes that this filing is unfounded since the acquisition of assets was
completed before any of the original filings against ATM International, Inc.
occurred. As of March 31, 2004 the Company settled the complaint with no
material adverse effect on the Company's condensed consolidated results of
operations, cash flows or financial position.

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 the
following are owed in connection with the employment agreement:

         compensation, bonuses and other benefits of approximately $316,915; and
         450,000 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

January 15, 2004, the Company closed its Regulation S private offering whereby
it raised $1,039,500 during the three months ended March 31, 2004 in connection
with the sale of 2,204,063 units for $.50 per unit to accredited and
institutional investors. Each unit consists of two shares of common stock of the
Company and one common stock purchase warrant. The common stock purchase
warrants are exercisable for a period of three years at an exercise price of
$.35 per share.

                                       30
<PAGE>
January 19, 2004, the Company closed its 2nd private offering whereby it raised
$490,000 during the three months ended March 31, 2004, which added to the
$1,849,852 raised in the fourth quarter of 2003 (adding up to $ 2,339,852) in
connection with the sale of 1,070,000 units for $.50 per unit to accredited and
institutional investors. Each unit consists of two shares of common stock of the
Company and one common stock purchase warrant. The common stock purchase
warrants are exercisable for a period of three years at an exercise price of
$.35 per share.

January 29, 2004, the Company closed its 3rd private offering and raised
$3,500,000 in connection with the sale of 14,000,000 shares of common stock for
$.25 per share to two institutional investors. The investors, upon the purchase
of every two shares of common stock, also received four common stock purchase
warrants, which resulted in the issuance of 28,000,000 common stock purchase
warrants. We issued four types of warrants (F Warrants, G Warrants, H Warrants
and I Warrants), which are exercisable for a period of five years or for 18
months after the effective date of a registration statement covering the shares
of common stock underlying the warrants, whichever is longer. The four warrants
terms are as follows:

o    The F Warrants are exercisable at $.35 per share and are not callable by
     the Company.

o    The G Warrants are exercisable at $.35 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $0.70 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the G Warrant.

o    The H Warrants are exercisable at $.50 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $1.00 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the H Warrant.

o    The I Warrants are exercisable at $1.00 per share and are callable by the
     Company if the market price of the Company's common stock is equal to or in
     excess of $1.25 for a period of twenty consecutive days and there is an
     effective Registration Statement covering the shares common stock
     underlying the I Warrant.

All common shares associated with this private placement are restricted
securities in accordance with Rule 144 as promulgated under the of the
Securities Act of 1933. However, the Company is required to file a registration
statement covering the shares of common stock and the shares underlying the
common stock purchase warrants no later than May 30, 2004 and it is required to
go effective by July 29, 2004. The Company is currently prepared to file.

The above funds were used for the acquisition on February 1, 2004 in which the
Company had acquired 900 Merchant ATM processing agreements for $3.9 million.

During January 2004, shareholders exercised stock purchase warrants for 234,963
shares of common stock. These stock purchase warrants were exercised at several
prices per share for an amount of $15,155.

During the three months ending March 31, 2004 shareholders exercised stock
purchase warrants for 12,853,485 shares of common stock. These stock purchase
warrants were exercised on a cashless provision.

During February 2004, shareholders exercised stock purchase warrants for 429,550
shares of common stock. These stock purchase warrants were exercised at $0.10
per share for an amount of $42,955.

Also during February 2004, shareholders exercised stock purchase warrants for
166,666 shares of common stock. These stock purchase warrants were exercised at
$0.50 per share for an amount of $83,333.

                                       31
<PAGE>
In March 2004, shareholders exercised stock purchase warrants at $0.35 per share
and received $1,966,489. The Company issued 5,618,571 shares on April 1, 2004.

These additional funds will be used for future acquisitions.





Item 3.     Defaults Upon Senior Securities.

None.

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

None.

Item 5.     Other Information.

Mr. Steve Mortensen has resigned from the office of Secretary and also as a
Director on the Board of the Company as of March 28, 2004.

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.


                                       32
<PAGE>
     31.2 Certification of the Chief Financial Officer of Global Axcess Corp.
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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

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

(b) Reports on Form 8-K

On February 5, 2004, the Company filed a Form 8-K Current Report disclosing that
it closed its private offering whereby it raised $2,480,000.

         On February 10, 2004, the Company filed a Form 8-K Current Report
disclosing that it closed its private offering whereby it raised $3,500,000

            On February 11, 2004, the Company filed a Form 8-K Current Report
disclosing that it
acquired ATM processing merchant agreements (the "Merchant Agreements") to
service 900 automated teller machines from Progressive Ventures,
Inc.("Progressive") as well as Progressive's trademark. On April 26, 2004, the
Company filed a Form 8-K/A Current Report in which it disclosed Progressive's
audited financial statements as well as the required pro forma financial
statements.


                                       33

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as of
May 13, 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 17th day of May, 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/ David Surette
   -----------------
    David Surette                      Chief Financial Officer



                                       34