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

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

                                   FORM 10-QSB

(MARK ONE)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005

                                       OR

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

                                    000-17874
                            (Commission file number)

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

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

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

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

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

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

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

      Check whether the Issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 9 months (or for such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes |X| No |_|

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of Exchange Act). Yes No |X|

      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 October 30, 2005, the Issuer had 18,501,286 shares outstanding of the
Common Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).

<PAGE>

                                TABLE OF CONTENTS                       Page No.

PART  I                      FINANCIAL INFORMATION

  Item  1.  Financial Statements(unaudited)                                    3
  Item  2.  Management's Discussion and Analysis or Plan of Operation         14
  Item  3.  Controls and Procedures                                           23

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                                 23
  Item  2.  Changes in Securities.                                            23
  Item  3.  Defaults Upon Senior Securities.                                  24
  Item  4.  Submission of Matters to a Vote of Security Holders.              24
  Item  5.  Other Information.                                                24
  Item  6.  Exhibits.                                                         24

SIGNATURES                                                                    26

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 2005.
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 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.

<PAGE>

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


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                         $     21,082
  Automated teller machine vault cash                               435,816
  Accounts receivable, net                                        1,842,226
  Note receivable                                                    99,895
  Inventory                                                         182,114
  Deferred tax asset - current                                      375,331
  Prepaid expense & other current assets                            497,147
                                                               ------------
   Total current assets                                           3,453,611

Fixed assets, net                                                 7,258,382

Other assets
  Merchant contracts                                              8,306,010
  Note receivable                                                 1,540,000
  Intangible assets, net                                          4,100,835
  Deferred tax asset - long term                                    322,279
                                                               ------------
   Total assets                                                $ 24,981,116
                                                               ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities                     $  1,715,869
  Automated teller machine vault cash payable                       435,816
  Deferred revenue - current                                         89,500
  Note payable-related parties - current portion                     15,576
  Notes payable - current portion                                   125,147
  Bank loan - current portion                                       925,000
  Capital lease obligations - current portion                       911,211
                                                               ------------
   Total current liabilities                                      4,218,119

Long-term liabilities
  Deferred revenue - long-term portion                            1,174,856
  Notes payable-related parties - long-term portion               1,345,814
  Notes payable - long-term portion                                  57,674
  Bank loan - long-term portion                                     675,000
  Capital lease obligations - long-term portion                   1,868,866
                                                               ------------
Total liabilities                                                 9,340,329

Stockholders' equity
  Preferred stock $0.001 par value; 5,000,000 shares
   authorized, no shares issued and outstanding                          --
  Common stock $0.001 par value; 45,000,000 shares
   authorized, 18,501,286 shares issued and outstanding              18,501
Common stock payable                                                    841
Additional paid-in capital                                       20,135,877
Accumulated deficit                                              (4,514,432)
                                                               ------------
Total stockholders' equity                                       15,640,787
                                                               ------------
Total liabilities and stockholders' equity                     $ 24,981,116
                                                               ============

     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                   Three Months ended September 30,     Nine Months ended September 30,
                                                        2005             2004                2005             2004
<S>                                                 <C>              <C>                 <C>              <C>
Revenues                                            $  5,069,320     $  3,190,383        $ 15,224,267     $  9,038,933
Cost of revenues                                       2,866,998        1,717,850           8,594,511        4,891,430
                                                    ------------     ------------        ------------     ------------
   Gross profit                                        2,202,322        1,472,533           6,629,756        4,147,503
Operating expenses:
   Depreciation and amortization                         431,430          254,505           1,105,074          874,781
   General and administrative                          1,457,107          939,490           4,228,494        2,571,166
                                                    ------------     ------------        ------------     ------------
     Total operating expenses                          1,888,537        1,193,995           5,333,568        3,445,947

Operating income from continuing operations
   before items shown below                              313,785          278,538           1,296,188          701,556
                                                    ------------     ------------        ------------     ------------
Other income (expense)
   Legal settlement                                           --               --                  --          304,000
   Contingent reserve                                         --          (20,000)                 --          (75,000)
   Interest expense, net                                (154,474)         (17,395)           (429,518)         (70,228)
   Other income                                               --               --               1,762               --
                                                    ------------     ------------        ------------     ------------
     Total other income (expense)                       (154,474)         (37,395)           (427,756)         158,772
                                                    ------------     ------------        ------------     ------------
Income from continuing operations
   before income taxes                                   159,311          241,143             868,432          860,328
                                                    ------------     ------------        ------------     ------------
Income from continuing operations                        159,311          241,143             868,432          860,328
   Loss from discontinued operations, net of tax         (74,947)         (88,784)           (309,256)        (251,677)
                                                    ------------     ------------        ------------     ------------
Net income                                          $     84,364     $    152,359        $    559,176     $    608,651
                                                    ============     ============        ============     ============
Income per common share - basic:
Income from continuing operations                   $       0.01     $       0.01        $       0.05     $       0.06
Loss from discontinued operations                          (0.00)           (0.01)              (0.02)           (0.02)
                                                    ------------     ------------        ------------     ------------
Net income                                          $       0.00     $       0.01        $       0.03     $       0.04
                                                    ============     ============        ============     ============
Income per common share - diluted:
Income from continuing operations                   $       0.01     $       0.01        $       0.05     $       0.04
Loss from discontinued operations                          (0.00)           (0.00)              (0.02)           (0.01)
                                                    ------------     ------------        ------------     ------------
Net income                                          $       0.00     $       0.01        $       0.03     $       0.03
                                                    ============     ============        ============     ============
Weighted average common shares outstanding:
Basic                                                 18,501,286       16,103,088          18,141,753       14,310,608
                                                    ============     ============        ============     ============
Diluted                                               19,137,586       25,181,751          18,614,811       23,389,271
                                                    ============     ============        ============     ============
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,
                                                                            2005               2004
<S>                                                                   <C>                <C>
Cash flows from operating activities:
   Income from continuing operations                                  $    868,432       $    860,328
Adjustments to reconcile net income from continuing
   operations to net cash provided by operating activities:
   Contingent reserves                                                          --             75,000
   Legal settlement                                                             --           (304,000)
   Depreciation and amortization                                         1,105,074            874,781
Changes in operating assets and liabilities:
   Change in automated teller machine vault cash                            19,920            (59,075)
   Change in accounts receivable                                          (597,416)          (600,177)
   Change in inventory                                                    (156,135)           (28,893)
   Change in prepaid expenses and other current assets                    (285,896)          (178,980)
   Change in other assets                                                  250,367              6,894
   Change in accounts payable and accrued liabilities                     (155,312)           215,044
  Change in automated teller machine vault cash payable                    (19,920)            59,075
                                                                      ------------       ------------
Net cash provided by continuing operations                               1,029,113            919,997
Net cash used by discontinued operations                                  (669,905)          (223,835)
                                                                      ------------       ------------
Net cash provided in continuing and discontinued operations                359,208            696,162

Cash flows from investing activities:
   Purchase of fixed assets                                               (998,449)        (4,458,331)
   Note receivable issued for loan                                              --            (99,895)
   Purchase of contracts                                                   (66,658)        (9,269,641)
                                                                      ------------       ------------
Net cash used in investing activities                                   (1,065,107)       (13,827,867)
                                                                      ------------       ------------

Cash flows from financing activities:
   Proceeds from issuance of common stock, net of offering costs           686,300          7,200,568
   Procceds from issuance of bank loans                                    500,000          1,726,680
   Proceeds from notes payable - related parties                                --          1,050,000
   Proceeds from notes payable                                              47,710          1,162,807
   Proceeds on capital lease obligations                                        --            691,351
   Payment on bank notes                                                  (493,750)                --
   Principal payments on notes payable                                     (18,068)           (12,138)
   Principal payments on notes payable - related parties                        --            (54,389)
   Change in stock payable                                                      --            (31,000)
   Principal payments on capital lease obligations                        (492,034)          (112,927)
                                                                      ------------       ------------
Net cash provided by financing activities                                  230,158         11,620,952
                                                                      ------------       ------------
Increase/(decrease) in cash                                           $   (475,740)        (1,510,843)
Cash, beginning of period                                                  496,823          1,832,079
                                                                      ------------       ------------
Cash, end of period                                                   $     21,082       $    321,236
                                                                      ============       ============
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       5
<PAGE>


     Supplemental schedule of non-cash investing and financing activities:

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,
                                                                              2005            2004
<S>                                                                        <C>             <C>
Issuance of 86,025 shares of common stock related to finder's
fee for acquisition of common stock                                        $       --      $  107,532

Issuance of 2,570,697 shares of common stock related to exchange of
exercise of cashless warrants at $0.50                                     $       --      $1,285,349

Transfer of used ATM's, originally held for rental, from fixed assets
to inventory, now held for sale                                            $       --      $  194,584

Capital leases assumed for ATM purchases                                   $2,103,675      $       --

Deferred gain on sale of subsidiary                                        $1,540,000      $       --

Related party notes converted to common stock                              $1,025,000      $       --
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       6
<PAGE>

                       GLOBAL AXCESS CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2005
                                   (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, 2004 of Global Axcess Corp ("the Company").

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

      The interim condensed consolidated financial information is unaudited. In
      the opinion of management, all adjustments necessary to present fairly the
      financial position as of September 30, 2005 and the results of operations
      and cash flows presented herein have been included in the condensed
      consolidated financial statements. Interim results are not necessarily
      indicative of results of operations for the full year.

2.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Description of Business
      Global Axcess Corp, through its wholly owned subsidiaries, is a
      network-based electronic commerce and transaction processing company; and
      an automated teller machine ("ATM") network and processing consolidator.

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

      Inventory

      ATM machines available for sale are classified as inventory until such
      time as the machine is sold, installed and in service. Once the ATM
      machine is sold it is relieved to cost of sales. At September 30, 2005,
      the Company's ATM machine inventory totaled $182,114.

      Equipment

      ATM machines and related software components not currently in service are
      classified as fixed assets not in service, until such time either the
      machine is installed and in service or sold. Once in service, each ATM
      machine is reclassified as a fixed asset and depreciated using the
      remaining estimated useful life of the machine. Any ATM machines
      classified as fixed assets not in service and then sold would be
      considered a disposal group and a gain or loss on the sale would be
      recorded.


                                       7
<PAGE>

      Allowance and Amortization for Assets

      On the balance sheet as of September 30, 2005 the Company reserved $35,983
      as an allowance for bad debt against the trade receivables of $1,218,659.

      As of September 30, 2005 the Company has accumulated amortization totaling
      $202,252 against intangible assets totaling $4,303,088.

      As of September 30, 2005 the Company has accumulated amortization totaling
      $1,027,809 against merchant contracts totaling $9,333,819.

      Earnings Per Share

      Basic net income per share is computed based on the weighted average
      number of common shares outstanding during the period. Diluted net income
      per common share is computed based on the weighted average number of
      common shares outstanding during the period increased by the effect of
      dilutive stock options and stock purchase warrants using the treasury
      stock method. The following table sets forth the computation of basic and
      diluted income per common share:

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                                           2005             2004             2005             2004
<S>                                                     <C>              <C>              <C>              <C>
Numerator:
  Income from continuing operations                   $    159,311     $    241,143          868,432          860,328
  Loss from discontinued operations                        (74,947)         (88,784)        (309,256)        (251,677)

Numerator for diluted income per share
   available to common stockholders                   $     84,364     $    152,359     $    559,176     $    608,651
                                                      ------------     ------------     ------------     ------------

Denominator:
 Weighted average shares                                18,501,286       16,103,088       18,141,753       14,310,608
 Effect of dilutive securities:
   Employee stock options                                  548,200        8,578,663          406,983        8,953,663
   Warrants                                                 88,100          500,000           66,075          125,000
                                                      ------------     ------------     ------------     ------------
Denominator for diluted income per share-adjusted
   weighted average shares after assumed exercises      19,137,586       25,181,751       18,614,811       23,389,271
                                                      ============     ============     ============     ============

Income per common share - basic:
Income from continuing operations                             0.01             0.01             0.05             0.06
Loss from discontinued operations                            (0.00)           (0.01)           (0.02)           (0.02)
                                                      ------------     ------------     ------------     ------------
Net income                                            $       0.00     $       0.01     $       0.03     $       0.04
                                                      ============     ============     ============     ============

Income per common share - diluted:
Income from continuing operations                             0.01             0.01             0.05             0.04
Loss from discontinued operations                            (0.00)           (0.00)           (0.02)           (0.01)
                                                      ------------     ------------     ------------     ------------
Net income                                            $       0.00     $       0.01     $       0.03     $       0.03
                                                      ============     ============     ============     ============
</TABLE>

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


                                       8
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                For the Nine Months Ended September 30,
                                                                       2005                  2004
<S>                                                               <C>                   <C>
Net income, as reported                                           $   559,176           $   608,651
Add: Stock-based employee compensation expense included
  in reported income, net of related tax effects                           --                    --
Deduct: Total stock-based employee compensation expense
  determined under fair value based methods for all awards,
    net of related tax effects                                       (811,247)             (338,395)
                                                                  -----------           -----------
Pro forma net income                                              $  (252,071)          $   270,256
                                                                  ===========           ===========
Net income per common share:
Basic - as reported                                               $      0.03           $      0.04
                                                                  ===========           ===========
Basic - pro forma                                                 $     (0.01)          $      0.01
                                                                  ===========           ===========
Diluted - as reported                                             $      0.03           $      0.03
                                                                  ===========           ===========
Diluted - pro forma                                               $     (0.01)          $      0.01
                                                                  ===========           ===========
</TABLE>

3.    DISCONTINUED OPERATIONS

      During the quarter ended September 30, 2005, the Company approved plans to
      dispose of its wholly-owned subsidiary, Electronic Payment & Transfer
      Corporation ("EPT"), and to discontinue offering prepaid debit cards and
      the related products and services that were marketed by EPT. Subsequently,
      effective September 30, 2005, the Company completed the sale of EPT to one
      former employee of the Company for a $1.5 million note receivable (see
      Note 4 - "Note Receivable"). The Company has deferred recognition of the
      $1,174,856 estimated gain on EPT's disposal pending collection of the note
      receivable. In accordance with FASB Statement No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets," the Company has classified
      EPT as a discontinued operation and reported its operating results within
      discontinued operations in the accompanying unaudited, condensed
      consolidated statement of operations. The estimated gain has been deferred
      and included in long-term liabilities in the accompanying, unaudited
      condensed consolidated balance sheet. Operating results of the
      discontinued operations were as follows:


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                       Three Months ended September 30,    Nine Months ended September 30,
                                                           2005              2004              2005            2004
<S>                                                      <C>               <C>               <C>             <C>
Revenues                                                 $     723         $      --         $   1,423       $   7,950
Cost of revenues                                             7,000               627             8,010           7,175
                                                         ---------         ---------         ---------       ---------
   Gross profit                                             (6,277)             (627)           (6,587)            775
Operating expenses:
   Depreciation and amortization                            19,204             5,141            46,868          12,885
   General and administrative                              208,780            83,016           415,115         239,567
                                                         ---------         ---------         ---------       ---------
      Total operating expenses                             227,984            88,157           461,983         252,452
                                                         ---------         ---------         ---------       ---------
Loss from discontinued operations before income taxes     (234,261)          (88,784)         (468,570)       (251,677)
Provision for income (tax) benefit                         159,314                --           159,314              --
                                                         ---------         ---------         ---------       ---------
Loss from discontinued operations, net of tax            $ (74,947)        $ (88,784)        $(309,256)      $(251,677)
                                                         =========         =========         =========       =========
</TABLE>

4.    NOTE RECEIVABLE - Non-current

      Effective September 30, 2005, the Company sold its wholly-owned
      subsidiary, Electronic Payment & Transfer Corporation, for $1,540,000 in a
      secured promissory note covering the full amount of the sale price (see
      Note 3 - "Discontinued Operations"). The non-current note receivable
      consists of the following at September 30, 2005:

      9% promissory note, with monthly interest payments starting October 1,
      2006 and quarterly principal payments starting August 1, 2006 maturing
      November 1, 2010 $1,540,000

5.    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 nine-month period ending September
      30, 2005 and 2004 was $216,322 and $169,347, respectively.

      Future minimum rental payments required under the operating lease for the
      office facilities as of September 30, 2005 are as follows:


           remaining three months of 2005  $     58,046
           2006                                 257,674
           2007                                 258,605
           2008                                 209,713
           2009                                  35,476
                                           ------------
                                           $    819,514
                                           ============

In January 2005, the Company entered into a new loan agreement with ATM Networks
Inc. at an interest rate of 6.25% per annum for 2 years. The balance as of
September 30, 2005 is $35,110 and is included in notes payable current.

      Capital lease obligations - During the three-month period ending September
30, 2005 the Company entered into capital lease obligations as follows:

Capital leases entered into during the three-month period ending September 30,
2005 maturing in 36 to 60 months with various rates from 5.99% to 14% totaling
$971,907 as of September 30, 2005.


                                       10
<PAGE>

      Future minimum lease principal payments required under capital lease
obligations as of September 30, 2005 are as follows:

      Remaining three months of 2005         $  291,833
      2006                                    1,104,394
      2007                                      894,896
      2008                                      413,991
      2009                                       74,963

            Total capital lease obligations  $2,780,077
                                             ----------

Legal proceedings - As of September 30, 2005, the Company has accrued legal
costs of $40,000 related to various legal proceedings.

There are no new significant pending or threatened litigation or legal
proceedings since December 31, 2004. In March 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 90,000 restricted shares and 359,700 stock options exercisable at $3.75 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.

The Company is evaluating various strategic opportunities with regards to its
wholly owned subsidiaries (see Note 8 - "Subsequent Events" and Note 3 -
"Discontinued Operations").

6.    INCOME TAXES

Deferred income taxes arise from the temporary differences in reporting assets
and liabilities for income tax and financial reporting purposes. These temporary
differences primarily resulted from net operating losses and different
amortization and depreciation methods used for financial and tax purposes.

In assessing the realizability of the deferred tax assets, management considers
whether it is more likely than not, that some portion or all of the deferred tax
assets will or will not be realized. The valuation allowance at September 30,
2005 is related to deferred tax assets arising from net operating loss
carry-forwards. Management believes that based upon its projection of future
taxable income for the foreseeable future, it is more likely than not that the
Company will be able to realize the full benefit of the net operating loss
carry-forwards before they expire.

At December 31, 2004, the Company has net operating loss carry-forwards totaling
approximately $6,500,000 that may be offset against future taxable income
through 2016.


                                       11
<PAGE>

7.    CHANGES IN STOCKHOLDERS' EQUITY

See the table below for all the equity transactions for the three-month period
ending September 30, 2005:

<TABLE>
<CAPTION>
                                                                                    Common                           Total
                                       Common Stock              Additional          Stock      Accumulated      Stockholders'
                                  Shares           Amount     Paid-in Capital       Payable       Deficit            Equity
<S>                              <C>           <C>             <C>              <C>             <C>              <C>
Balance as of June 30, 2005      18,211,986    $     18,212    $ 18,949,634     $         --    $ (4,598,796)    $ 14,369,050

Stock options excercised in
September 2005 excercised
at $.73 per share average            19,300              19          28,534               20              --           28,573

Warrants excercised in
September 2005 excercised
at $0.50 per share                  270,000             270         135,179                1              --          135,450

9% Related Party Notes
converted to common Stock
at $1.25 per share                       --              --       1,024,180              820              --        1,025,000

Legal fees for offering                  --              --          (1,650)              --              --           (1,650)

Net Income                               --              --              --               --          84,364           84,364
                                 ----------    ------------    ------------     ------------    ------------     ------------
Balance as of
September 30, 2005               18,501,286    $     18,501    $ 20,135,877     $        841    $ (4,514,432)    $ 15,640,787
                                 ==========    ============    ============     ============    ============     ============
</TABLE>

8.    SUBSEQUENT EVENTS

      (a)   On October 28, 2005, the Company acquired approximately 1,590
            automated teller machine ("ATM") processing merchant contracts and
            ATM placement agreements (collectively, the "Merchant Contracts")
            and ATMs and ATM related equipment ("Equipment") from Amer-E-Com
            Digital Corporation, a Florida corporation ("AECD") pursuant to an
            Asset Purchase Agreement dated as of October 28, 2005 between the
            Company and AECD. The purchase price for the acquisition was
            $5,527,256 in cash of which $4,775,191 was paid on closing and
            $752,065 was held in escrow (the "Holdback"). The transaction was
            funded by utilizing cash generated from the financing provided by
            Wachovia Bank and CAMOFI Master Fund LDC (see Notes 8(b) and 8(c)
            below). The Holdback shall be utilized to provide funding in
            connection with the purchase of 73 additional Merchant Contracts, to
            cover the value of any missing and lost Merchant Contracts, and to
            cover any indemnification required to be paid by AECD to the Company
            with respect to losses incurred by the Company prior to the date of
            acquisition of the assets purchased.

      (b)   On October 27, 2005, to obtain funding for the acquisition of the
            Merchant Contracts and the Equipment (see Note 8(a) above), the
            Company entered into a Third Amended and Restated Loan Agreement
            with Wachovia Bank ("Wachovia"), the Company's senior lender,
            pursuant to which Wachovia agreed to provide a term loan to the
            Company in the amount of $3,000,000. Such term loan was evidenced by
            a Promissory Note (the "Wachovia Note") issued at the closing on
            October 27, 2005. Under the terms of the Wachovia Note, the Company
            is required to make monthly payments of $50,000 plus accrued
            interest commencing in November 2005. All outstanding principal and
            interest is payable in full in October 2010. The interest rate in
            connection with the Wachovia Note is 9%. In addition, the Company
            granted Wachovia a security interest in substantially all of its
            assets and intellectual property. At the closing of the Wachovia
            Note, the Company became obligated on $3,000,000 in notes issued to
            Wachovia. The Wachovia Note is a long-term debt obligation arising
            other than in the ordinary course of business which constitutes a
            direct financial obligation of the Company.


                                       12
<PAGE>

      (c)   On October 27, 2005, to obtain additional funding for the
            acquisition of the Merchant Contracts and the Equipment (see Note
            8(a) and 8(b) above), the Company entered into a Securities Purchase
            Agreement (the "Purchase Agreement") with CAMOFI Master LDC (the
            "Investor") for the sale of (i) $3,500,000 in 9% Senior Subordinated
            Secured Convertible Note (the "Note") and (ii) stock purchase
            warrants (the "Warrant") to purchase 910,000 shares of our common
            stock. The obligations under the Note are subordinated to Wachovia.
            The Company closed the financing pursuant to the Purchase Agreement
            on October 27, 2005. The Note bears interest at 9%, matures on
            October 27, 2010 and is convertible into the Company's common stock,
            at the Investor's option, at a conversion price of $1.45. The
            Company is permitted to require the Investor to convert a portion of
            the Note subject to the attainment of certain volume and price
            targets specific to the Company's common stock. The Company is
            required to make cash interest payments on a monthly basis and on
            each conversion date, with all accrued and outstanding interest due
            in full as of the maturity date. All overdue accrued and payments of
            interest incur a late fee at the rate of 20% per annum. The Company
            may prepay all or part of the Note in cash at 110% of the principal
            amount plus accrued interest. The full principal amount of the Note
            is due upon default under the terms of Note. In addition, the
            Company granted the Investor a junior security interest, subordinate
            to Wachovia, in substantially all of its assets and intellectual
            property as well as registration rights. The Warrant is exercisable
            until five years from the date of issuance at an exercise price of
            $1.75 per share. In addition, the exercise price of the Warrant is
            adjusted in the event the Company issues common stock at a price
            below the exercise price. The Investor has contractually agreed to
            restrict its ability to convert the Note and exercise the Warrant
            and receive shares of the Company's common stock such that the
            number of shares of the Company common stock held by them and their
            affiliates after such conversion or exercise does not exceed 4.99%
            of the Company's then issued and outstanding shares of common stock.
            The sale of the Note was completed on October 27, 2005 with respect
            to $3,500,000 of the Note. The Note is a debt obligation arising
            other than in the ordinary course of business which constitutes a
            direct financial obligation of the Company. The Note and Warrant
            were offered and sold to the Investor in a private placement
            transaction made in reliance upon exemptions from registration
            pursuant to Section 4(2) under the Securities Act of 1933 and Rule
            506 promulgated thereunder. The Investors is an accredited investor
            as defined in Rule 501 of Regulation D promulgated under the
            Securities Act of 1933.

      (d)   The Company completed a private placement offering on November 11,
            2005, primarily with institutional investors. The offering was
            priced at $6.25 per Unit. The Units were made of 5 shares of common
            stock and 40% common stock purchase warrants. The private offering
            netted $1,850,000, and will issue 1,600,000 shares of common stock
            and 640,000 common stock purchase warrants with an exercise price of
            $1.75.

      (e)   During October 2005, a lawsuit filed by the Company to have 750,000
            shares of common stock and 500,000 common stock purchase warrants
            returned and cancelled has been finalized in favor of the Company.


                                       13
<PAGE>

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

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

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

Summary

Global Axcess Corp (the "Company"), through its wholly owned subsidiaries, owns
and operates Automatic Teller Machines ("ATM") with locations primarily in the
eastern and southwestern 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.

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 and only record earned revenue based upon the
Company contracts with the third party vendors.


                                       14
<PAGE>

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

Interchange fees are credited to us by networks and credit card issuers on a
monthly basis and are paid to us in the following month between the 5th 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. The Company is positioning itself to
leverage its advanced technology, 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 they require judgment and estimation due to the uncertainty
involved in measuring, at a specific point in time, events which are continuous
in nature.


                                       15
<PAGE>

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 and has earned based upon their contracts, whether for its owned ATMs
or for those it manages. In the case of managed ATMs, the Company then books as
a contracted expense a lease fee for the use of the ATM or space rent and pays
this to the owners of the ATMs and/or the third party vendors. 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. The Company records only the surcharge and interchange monies due to
the Company because it owns the ATMs or it manages the ATM's and records the
management or processing income due under contracts the Company owns. The
Company does not record surcharge or interchange monies that pass through the
Company's processor to the ATM owner.

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

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

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

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

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


                                       16
<PAGE>

Inventory. ATM machines available for sale are classified as inventory until
such time as the machine is sold, installed and in service. Once the ATM machine
is sold it is relieved to cost of sales. At September 30, 2005, the Company's
ATM machine inventory totaled $182,114.

Equipment. ATM equipment comprises a significant portion of our total assets.
Changes in technology or changes in our intended use of these assets may cause
the estimated period of use or the value of these assets to change. We perform
annual internal studies to confirm the appropriateness of estimated economic
useful lives for each category of current equipment. Estimates and assumptions
used in setting depreciable lives require both judgment and estimates. ATM
machines and related software components not currently in service are classified
as fixed assets not in service, until such time either the machine is installed
and in service or sold. Once in service, each ATM machine is reclassified as a
fixed asset and depreciated using the remaining estimate useful life of the
machine. Any ATM machines classified as fixed assets not in service and then
sold would be considered a disposal group and a gain or loss on the sale would
be recorded.

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

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


                                       17
<PAGE>

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

Recent Developments

      (a)   During the quarter ended September 30, 2005, the Company approved
            plans to dispose of its wholly-owned subsidiary, Electronic Payment
            & Transfer Corporation ("EPT"), and to discontinue offering prepaid
            debit cards and the related products and services that were marketed
            by EPT. Subsequently, effective September 30, 2005, the Company
            completed the sale of EPT to one former employee of the Company for
            a $1.5 million note receivable (see Note 4 - "Note Receivable" - to
            the unaudited, consolidated condensed financial statements). The
            Company has deferred recognition of the $1,174,856 estimated gain on
            EPT's disposal pending collection of the note receivable. In
            accordance with FASB Statement No. 144, "Accounting for the
            Impairment or Disposal of Long-Lived Assets," the Company has
            classified EPT as a discontinued operation and reported its
            operating results within discontinued operations in the accompanying
            unaudited, condensed consolidated statement of operations. The
            estimated gain has been deferred and included in long-term
            liabilities in the accompanying, unaudited condensed consolidated
            balance sheet. Operating results of the discontinued operations were
            as follows:

<TABLE>
<CAPTION>
                                                        Three Months ended September 30,     Nine Months ended September 30,
                                                           2005                2004             2005             2004
<S>                                                      <C>                 <C>              <C>              <C>
Revenues                                                 $     723           $      --        $   1,423        $   7,950
Cost of revenues                                             7,000                 627            8,010            7,175
                                                         ---------           ---------        ---------        ---------
   Gross profit                                             (6,277)               (627)          (6,587)             775
Operating expenses:
   Depreciation and amortization                            19,204               5,141           46,868           12,885
   General and administrative                              208,780              83,016          415,115          239,567
                                                         ---------           ---------        ---------        ---------
      Total operating expenses                             227,984              88,157          461,983          252,452
                                                         ---------           ---------        ---------        ---------
Loss from discontinued operations before income taxes     (234,261)            (88,784)        (468,570)        (251,677)
Provision for income (tax) benefit                         159,314                              159,314
                                                         ---------           ---------        ---------        ---------
Loss from discontinued operations, net of tax            $ (74,947)          $ (88,784)       $(309,256)       $(251,677)
                                                         =========           =========        =========        =========
</TABLE>


      (b)   See Note "Subsequent Events" under Recent Developments above.

Comparison of Results of Continuing Operations for the Three and Nine Months
Ended September 30, 2005 and 2004


                                       18
<PAGE>

Revenues. The Company reported total operating revenue from continuing
operations of $5,069,320 for the three month period ended September 30, 2005 as
compared to $3,190,383 for the three month period ended September 30, 2004.
During the nine-month periods ended September 30, 2005 and 2004, operating
revenues from continuing operations increased to $15,224,267 from $9,038,933,
respectively. This increase in the three and nine month revenues are mainly due
to higher surcharge and interchange revenue from acquired ATM merchant locations
and increased organic sales of ATMs.

Cost of Revenues. Our total cost of revenues from continuing operations
increased from $1,717,850 to $2,866,998 in the three-month periods ended
September 30, 2004 and 2005, respectively. During the nine-month periods ended
September 30, 2005 and 2004, the cost of revenues from continuing operations
increased to $8,594,511 from $4,891,430, respectively. Both the continued growth
in our Branded Partners and the acquisition during fiscal year 2005 had a
significant impact on the cost of revenues from continuing operations for the
three- and nine-months ending September 30, 2005. Increases in interest rates
affects the rental cost of the vault cash used in the ATM's. During the nine
month period ending September 30, 2005, the Company has seen increased vault
cash costs. The Company can offset this cost with increased branded locations.

Gross Margin. Gross profit from continuing operations as a percentage of revenue
for the three-month periods ended September 30, 2005 and 2004 were 43.4%, or
$2,202,322, and 46.2%, or $1,472,533, respectively. During the nine-month
periods ended September 30, 2005 and 2004, the gross margins from continuing
operations increased to $6,629,756 from $4,147,503, respectively. There was a
significant increase during 2005 in the number of ATMs in service, with
approximately 3,500 in service during 2005 compared to 2,400 ATMs in service
during the same three and nine-month periods ending September 30, 2004.

Operating Expenses. Our total operating expenses from continuing operations for
the three months ended September 30, 2005 and 2004, were $1,888,537 and
$1,193,194, respectively. During the nine-month periods ended September 30, 2005
and 2004, operating expenses from continuing operations increased to $5,333,568
from $3,445,690, respectively. The principal components of operating expenses
are professional fees, administrative salaries and benefits, depreciation and
amortization, consulting fees, occupancy costs, sales and marketing expenses and
administrative expenses. The increases in both depreciation and general and
administrative costs were due to the acquisitions of ATM merchant contracts
during the fourth quarter of 2004.

Income from Continuing Operations. We had income from continuing operations for
the three-month period ending September 30, 2005 in the amount of $159,311 as
compared to income from continuing operations of $241,143 in the three-month
period ending September 30, 2004. During the nine-month periods ended September
30, 2005 and 2004, income from continuing operations slightly increased to
$868,432 from $860,328, respectively.

Other Income and expense. During the three months ended September 30, 2005 and
2004, there was no other income from continuing operations. During the nine
months ended September 30, 2005, other income from continuing operations totaled
$1,762 compared to $229,000 for the nine months ended September 30, 2004. Other
income during the nine months ended September 30, 2004 included $304,000 from
one legal settlement offset by a $75,000 contingent reserve.

Interest Expense, Net. Interest expense, net, from continuing operations
increased for the three-month period ending September 30, 2005 to $154,474 from
$17,476 for the three-month period ending September 30, 2004. During the
nine-month periods ended September 30, 2005 and 2004, interest expense, net,
from continuing operations increased to $429,518 from $70,228, respectively. The
increase was mainly due to fees charged on loans and leases, for purchases of
acquisitions and new ATMs, amortized during the three and nine-month periods
ended September 30, 2005.


                                       19
<PAGE>

Income from continuing operations before provision for tax. We had net income
from continuing operations before taxes of $159,311 for the three months ended
September 30, 2005 as compared to net income from continuing operations before
taxes of $241,143 for the three-month period ending September 30, 2004. During
the nine-month periods ended September 30, 2005 and 2004, income from continuing
operations before taxes increased to $868,432 from $860,328, respectively.

Income Taxes. We paid no income taxes in either of the respective periods ending
September 30, 2005 and 2004. This was a result of a net operating loss
carry-forward from 2002 of approximately $6,500,000. We have unused operating
loss carry forwards which will expire in various periods through 2022


LIQUIDITY AND CAPITAL RESOURCES

Working Capital. As of September 30, 2005, the Company had current assets of
$3,453,611 and current liabilities of $4,218,119, which results in a negative
working capital of $764,508, as compared to current assets of $2,750,511 and
current liabilities of $3,849,746 resulting in a negative working capital of
1,099,235 as of December 31, 2004. The ratio of current assets to current
liabilities increased to 0.82 at September 30, 2005 from 0.71 at December 31,
2004. It is expected that cash provided from operations will be sufficient for
the next 12 months.

Additional Funding Sources

We have funded our operations and investment activities from cash flow generated
by operations and financing activities. Net cash provided by operating
activities during the nine-month periods ending September 30, 2005 and 2004 was
$359,209 and 696,162, respectively. Net cash provided by continuing operating
activities in the nine-month period ending September 30, 2005 consisted
primarily of net income of $868,432, depreciation and amortization of
$1,105,074. Increases in operating assets over liabilities amounted to $944,392.
The increase in the operating assets were mainly due to higher levels of
accounts receivable and other assets by $597,416 and 191,664, respectively, and
decreases in accounts payable by $155,312.

The Company's sources of cash are adequate for the next 12 month's of
operations.

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

In order to address this potential for growth, the Company has taken steps to
raise additional funds to finance its operations, including the potential for
making strategic acquisitions, which could better position the Company for
growth. Historically, the Company has relied primarily upon institutional
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 and the Company's past
financial performance affecting the Company's current reputation in the
financial community.


                                       20
<PAGE>

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

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
            September 30, 2005, Nationwide Money had 105 ATMs funded by Palm
            Desert with a vault cash outstanding balance of about $3,000,000. 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.

      o     WSFS. On May 15, 2000, we entered into an arrangement with
            Wilmington Savings Fund Society ("WSFS") allowing us to obtain up to
            $2,000,000 in vault cash. In May 2002, we renewed the agreement with
            WSFS and increased the vault cash limit to $5,000,000 and the new
            contract has a month-to-month term. Due to added locations from our
            acquisitions we have increased the WSFS line as of September 30,
            2005, to approximately $20,000,000. The Company is currently using
            approximately $15,000,0000 of the WSFS line. 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.


                                       21
<PAGE>

      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 September 30, 2005 , Nationwide Money
            had 80 branded partners, which funded over 750 ATMs in 9 states,
            with about $9.0 million in outstanding vault cash.

As a result of certain factors, our cash provided by continuing operating
activities has slightly increased for the nine-month period ending September 30,
2005, compared to the nine-month period ending September 30, 2004. The Company
is realizing more profit and a higher level of depreciation/amortization, thus
raising the cash from continuing operations to approximately $1,029,000 from
$920,000, respectively. With this increase in operating cash flows we have
incurred additional demands on our available capital in connection with the
start-up expenses associated with our two new subsidiaries Axcess Technologies
Corp. and Cash Axcess Corp. The cash balance as of September 30, 2005 of
$21,082, reflects the usage of cash to invest mainly in ATM equipment during the
nine month period, as the cash used for investing was $1,065,107. Net funds
provided by financing activities made up $230,157, to apply towards the asset
investments.

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

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

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


                                       22
<PAGE>

Inflation

Impact of Inflation and Changing Prices. While subject to inflation, we were not
impacted by inflation during the past two fiscal years in any material respect.
During the current year inflation, mainly through interest rate hikes have
increased the rental cost of our vault cash. As the interest rates increase and
vault cash becomes increasingly more due to acquisitions this factor will have a
less favorable impact on the Company's income.


Item 3. Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of September 30,
2005. There was no change in our internal controls or in other factors that
could affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is a party to litigation or other legal
proceedings that it considers to be a part of the ordinary course of its
business. In March 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.

The Company is not involved currently in legal proceedings that could reasonably
be expected to have a material adverse effect on its business, prospects,
financial condition or results of operations except as set forth below. We may
become involved in material legal proceedings in the future.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds


                                       23
<PAGE>

On October 27, 2005, to obtain additional funding for the acquisition of the
Merchant Contracts and the Equipment, the Company entered into a Securities
Purchase Agreement (the "Purchase Agreement") with CAMOFI Master LDC (the
"Investor") for the sale of (i) $3,500,000 in 9% Senior Subordinated Secured
Convertible Note (the "Note") and (ii) stock purchase warrants (the "Warrant")
to purchase 910,000 shares of our common stock. The obligations under the Note
are subordinated to Wachovia. The Company closed the financing pursuant to the
Purchase Agreement on October 27, 2005. The Note bears interest at 9%, matures
on October 27, 2010 and is convertible into the Company's common stock, at the
Investor's option, at a conversion price of $1.45. The Company is permitted to
require the Investor to convert a portion of the Note subject to the attainment
of certain volume and price targets specific to the Company's common stock. The
Company is required to make cash interest payments on a monthly basis and on
each conversion date, with all accrued and outstanding interest due in full as
of the maturity date. All overdue accrued and payments of interest incur a late
fee at the rate of 20% per annum. The Company may prepay all or part of the Note
in cash at 110% of the principal amount plus accrued interest. The full
principal amount of the Note is due upon default under the terms of Note. In
addition, the Company granted the Investor a security interest in substantially
all of its assets and intellectual property as well as registration rights. The
Warrant is exercisable until five years from the date of issuance at an exercise
price of $1.75 per share. In addition, the exercise price of the Warrant is
adjusted in the event the Company issues common stock at a price below the
exercise price. The Investor has contractually agreed to restrict its ability to
convert the Note and exercise the Warrant and receive shares of the Company's
common stock such that the number of shares of the Company common stock held by
them and their affiliates after such conversion or exercise does not exceed
4.99% of the Company's then issued and outstanding shares of common stock. The
sale of the Note was completed on October 27, 2005 with respect to $3,500,000 of
the Note. The Note is a debt obligation arising other than in the ordinary
course of business which constitutes a direct financial obligation of the
Company. The Note and Warrant were offered and sold to the Investor in a private
placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated thereunder. The Investors is an accredited investor as defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On September 21, 2005, Donald Headlund submitted a letter dated September 7,
2005 to Global Axcess Corp (the "Company") pursuant to which he resigned as a
Director of the Company.

During the quarter ended September 30, 2005, the Company approved plans to
dispose of its wholly-owned subsidiary, Electronic Payment & Transfer
Corporation ("EPT"), and to discontinue offering prepaid debit cards and the
related products and services that were marketed by EPT. Subsequently, effective
September 30, 2005, the Company completed the sale of EPT to an employee of the
Company for a $1.5 million note receivable.

Item 6. Exhibits.


                                       24
<PAGE>

Exhibit   Description

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

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

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

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


                                       25
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as of
November 12, 2005 the Issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                     GLOBAL AXCESS CORP.

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

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 12th day of November, 2005.


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

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

/S/ Lock Ireland
--------------------------
    Lock Ireland                 Director

/S/ Robert Landis
--------------------------
    Robert Landis                Director

/s/ Georg Hochwimmer
--------------------------
    Georg Hochwimmer             Director

/S/ Robert Pearson
--------------------------
    Robert Pearson               Director

/S/ David Surette
--------------------------
    David Surette                Chief Financial Officer,
                                  Chief Accounting Officer