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, 2004
                                       OR
/ /  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For  the  transition  period  from ___________ to ___________

                                     0-17874
                            (Commission file number)

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

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

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

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

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

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

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

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



As of November 5, 2004, the Issuer had 87,662,227 shares outstanding of the
Common Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
($0.001 par value).

<PAGE>


                           TABLE OF CONTENTS                           Page No.

PART  I     FINANCIAL INFORMATION

  Item  1.  Financial Statements                                           4
  Item  2.  Management's Discussion and Analysis or Plan of Operation      18
  Item  3.  Controls and Procedures                                        30

PART  II    OTHER INFORMATION

  Item  1.  Legal Proceedings                                              31
  Item  2.  Changes in Securities.                                         31
  Item  3.  Defaults Upon Senior Securities.                               31
  Item  4.  Submission of Matters to a Vote of Security Holders.           31
  Item  5.  Other Information.                                             31
  Item  6.  Exhibits and Reports on Form 8-K.                              31

SIGNATURES                                                                 32


Forward-Looking Statements

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

Estimates of future financial results are inherently unreliable.

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

                                       2
<PAGE>
forecasts will not be material and adverse. Investors are cautioned not to base
their entire analysis of the Company's business and prospects upon isolated
predictions, but instead are encouraged to utilize the entire available mix of
historical and forward-looking information made available by the Company, and
other information affecting the Company and its products, when evaluating the
Company's prospective results of operations.

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


                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
Current assets
        <S>                                                                <C>
           Cash                                                    $          321,236
           Automated teller machine vault cash                                357,780
           Accounts receivable, net                                         1,050,853
           Note receivable                                                     99,895
           Inventory                                                          219,570
           Prepaid expenses and other current assets                          296,072
                                                                   -------------------
                        Total current assets                                2,345,406

Fixed assets, net                                                           5,544,610

Other assets
           Merchant contracts                                              10,028,534
           Intangible assets, net                                           1,230,203
           Other assets                                                        15,087

                                                                   -------------------
                        Total assets                               $       19,163,840
                                                                   ===================

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
           Accounts payable and accrued liabilities                $        1,112,227
           Automated teller machine vault cash payable                        357,780
           Note payable - current portion                                      29,972
           Bank loan - current portion                                      1,125,000
           Capital lease obligations - current portion                        250,423
                                                                   -------------------
                        Total current liabilities                           2,875,402

Long-term liabilities
           Notes payable-related parties - long-term                        1,017,933
           Notes payable - long-term portion                                1,345,607
           Bank loan - long-term portion                                      625,000
           Capital lease obligations - long-term portion                      634,700
                                                                   -------------------
                        Total liabilities                                   6,498,642
                                                                   -------------------

Stockholders' equity
           Preferred stock $0.001 par value; 25,000,000 shares
              authorized, no shares issued and outstanding                        --
           Common stock $0.001 par value; 225,000,000 shares
           authorized, 87,662,227 shares issued and outstanding                87,662
           Additional paid-in capital                                      18,180,899
           Common stock to be issued                                            1,500
           Accumulated deficit                                             (5,604,863)
                                                                   -------------------
                        Total stockholders' equity                         12,665,198

                                                                   -------------------
           Total liabilities and stockholders' equity              $       19,163,840
                                                                   ===================

      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
                                       4
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                           Three Months ended September 30,   Nine Months ended September 30,
                                                2004             2003             2004            2003
                                           ------------------------------------------------------------------

<S>                                             <C>                 <C>              <C>              <C>
Revenues                                   $     3,190,383   $    2,558,572   $    9,046,883  $    7,910,234

Cost of revenues                                 1,718,477        1,545,269        4,898,604       4,879,898
                                           ------------------------------------------------------------------
         Gross profit                            1,471,906        1,013,303        4,148,279       3,030,336

Operating expenses
         Depreciation and amortization             259,646          198,165          887,666         593,734
         General and administrative              1,022,425          701,159        2,810,476       2,314,337
                                           ------------------------------------------------------------------
         Total operating expenses                1,282,071          899,324        3,698,142       2,908,071
                                           ------------------------------------------------------------------

Income from operations                             189,835          113,979          450,137         122,265
                                           ------------------------------------------------------------------
Other income (expense)
         Debt cancellation                               -                -                -         261,023
         Legal Settlement                                -                -          304,000               -
         Contingent reserve                        (20,000)          50,000          (75,000)        (90,000)
         Interest expense                          (17,476)         (17,388)         (70,486)        (66,935)
                                           ------------------------------------------------------------------
         Total other income (expense)              (37,476)          32,612          158,514         104,088

                                           ------------------------------------------------------------------
Income before provision for income taxes           152,359          146,591          608,651         226,353

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

                                           ------------------------------------------------------------------
Net income                                 $       152,359   $      146,591   $      608,651  $      265,353
                                           ==================================================================

Basic income per weighted average
         common shares outstanding         $          0.00   $         0.00   $         0.01  $         0.01
Basic weighted
                                           ------------------------------------------------------------------
         common shares outstanding              87,662,227       35,260,648       75,131,134      31,470,417
                                           ------------------------------------------------------------------
Fully diluted income per weighted average
         common shares outstanding         $          0.00   $         0.00   $         0.01  $         0.01
Fully diluted weighted average
                                           ------------------------------------------------------------------
         common shares outstanding             133,381,543       52,981,464      121,032,450      45,113,779
                                           ------------------------------------------------------------------
</TABLE>
      See Accompanying Notes to Condensed Consolidated Financial Statements

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

<TABLE>
<CAPTION>
                                                                           Nine months ended September 30,
                                                                          2004                          2003
                                                                  ----------------------          -----------------
<S>                                                                           <C>                        <C>
Cash flows from operating activities:
      Net income                                                  $             608,651           $        265,353
      Adjustments to reconcile net income to net
       cash provided by operating activities:
         Debt cancellation                                                           --                   (261,023)
         Deferred tax benefit                                                        --                    (39,000)
         Contingent reserves                                                     75,000                         --
         Legal Settlement                                                      (304,000)                        --
         Depreciation and amortization                                          887,666                    593,734
      Changes in operating assets and liabilities:
         Change in automated teller machine vault cash                          (59,075)                   (10,899)
         Change in accounts receivable                                         (600,177)                  (100,839)
         Change in inventory                                                    (28,893)                        --
         Change in notes receivable                                             (99,895)                        --
         Change in prepaid expenses and other current assets                   (178,980)                   (34,175)
         Change in other assets                                                   6,894                     42,185
         Change in accounts payable and accrued liabilities                     229,911                   (331,933)
         Change in automated teller machine vault cash payable                   59,075                     10,899
                                                                  ----------------------          -----------------
                 Net cash provided by operating activities                      596,177                    134,302
                                                                  ----------------------          -----------------

Cash flows from investing activities:
      Purchase of fixed assets                                               (4,458,331)                  (234,957)
      Purchase of contracts                                                  (9,269,641)                        --
                                                                  ----------------------          -----------------
                 Net cash used in investing activities                      (13,727,972)                  (234,957)
                                                                  ----------------------          -----------------

Cash flows from financing activities:
      Proceeds from issuance of common stock                                  7,200,568                    589,249
      Proceeds from the issuance of bank loans                                1,726,680                         --
      Proceeds from notes payable - related parties                           1,050,000                         --
      Proceeds from notes payable                                             1,162,807                         --
      Proceeds on capital lease obligations                                     691,351                         --
      Principal payments on notes payable                                       (12,138)                   (30,711)
      Principal payments on notes payable - related parties                     (54,389)                  (120,717)
      Principal payments on due to related parties                                   --                   (140,795)
      Change in stock payable                                                   (31,000)                        --
      Principal payments on capital lease obligations                          (112,927)                  (116,152)
                                                                  ----------------------          -----------------
                 Net cash provided by financing activities                   11,620,952                    180,874
                                                                  ----------------------          -----------------

(Decrease)/increase in cash                                       $          (1,510,843)                    80,219

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

                                                                  ----------------------          -----------------
Cash, end of period                                               $             321,236           $        196,787
                                                                  ======================          =================

Supplemental disclosure of cash flow information:
      Cash paid for income taxes                                                      -                          -
      Cash paid for interest                                      $              70,486                     55,935
                                                                  ======================          =================

    See Accompanying Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited) (continued)

Supplemental schedule of non-cash investing and financing activities:

Cancellation of 655,000 shares of common stock
                 previously issued                                $                   -           $            655
                                                                  ======================          =================
Issuance of 1,000,000 shares of common stock in exchange for
                 cancellation of due to related party debt        $                   -           $         50,000
                                                                  ======================          =================
Issuance of 1,000,000 warrants in exchange for
                 cancellation of due to related party debt        $                   -           $         45,000
                                                                  ======================          =================

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

Debt cancellation of notes payable                                $                   -           $         17,042
                                                                  ======================          =================

Shares returned to treasury                                       $             304,000           $              -
                                                                  ======================          =================

Cancellation of 380,000 treasury shares of common stock
                 previously issued                                $            (304,000)          $              -
                                                                  ======================          =================

Warrants issued with debt                                         $              68,549           $              -
                                                                  ======================          =================
</TABLE>
     See Accompanying Notes to Condensed Consolidated Financial Statements

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


1.   BASIS OF PRESENTATION

     The accompanying un-audited condensed consolidated financial statements
     have been prepared in accordance with Securities and Exchange Commission
     requirements for interim financial statements. Therefore, they do not
     include all of the information and footnotes required by accounting
     principles generally accepted in the United States of America for complete
     financial statements. These condensed consolidated financial statements
     should be read in conjunction with the Form 10-KSB for the year ended
     December 31, 2003 of Global Axcess Corp. ("the Company").

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

     The interim condensed consolidated financial information is un-audited. In
     the opinion of management, all adjustments necessary to present fairly the
     financial position as of September 30, 2004 and the results of operations
     and cash flows presented herein have been included in the condensed
     consolidated financial statements. Interim results are not necessarily
     indicative of results of operations for the full year.

2.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Earnings Per Share
     Basic earnings per share exclude any dilutive effects of options, warrants
     and convertible securities. Basic earnings per share is computed using the
     weighted-average number of outstanding common stock during the applicable
     period. Diluted earnings per share is computed using the weighted average
     number of common and common stock equivalent shares outstanding during the
     period. Common stock equivalent shares are excluded from the computation if
     their effect is anti-dilutive, see the table below:

                                       8
<PAGE>
<TABLE>
<CAPTION>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

                                                              Three Months Ended            Nine Months Ended
                                                              September 30, 2004            September 30, 2004
                                                              ------------------            ------------------
<S>                                                                   <C>                           <C>
Basic weighted average common shares outstanding                      87,662,227                    75,313,134
                                                              ------------------            ------------------
Add: Dilutive common stock equivalents                                45,719,316                    45,719,316
                                                              ------------------            ------------------
Fully diluted weighted average common shares                         133,381,543                   121,032,450
                                                              ==================            ==================
</TABLE>
     Stock-Based Employee Compensation

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

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


                                                 Nine months ended September 30,
                                                        2004           2003
                                                    ------------  ------------

        Net Income, as reported                     $   608,651   $   265,353
        Deduct: Stock-based employee compensation
         expense included in reported loss,
         net of related tax effects                          --            --
        Add: Total stock-based employee
         compensation expense determined under
         fair value based methods for all awards,
         net of related tax effects                    (338,395)     (150,169)
                                                    ------------  ------------
        Pro forma net income                        $   270,256   $   115,184
                                                    ============  ============

        Net income per common share
         Basic income, as reported                  $      0.01   $      0.01
                                                    ===========   ============
         Diluted income, pro forma                  $      0.00   $      0.00
                                                    ===========   ============

     In December 2002, the Financial Accounting Standards Board (FASB) issued
     SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
     Disclosure". SFAS No. 148 amends the transition and disclosure provisions
     of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to
     determine if it will adopt SFAS No. 123 to account for employee stock
     options using the fair value method and, if so, when to begin transition to
     that method.




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

3.   COMMITMENTS AND CONTINGENCIES

     Leased facilities - During March 2004, the Company extended the operating
     lease for its facilities under a non-cancelable operating lease for an
     additional 3 years expiring in March 2009. The agreement calls for an
     annual base rent of approximately $180,326 with an annual cost of living
     increase of 3%. Rent Expense during the nine month period ending September
     30, 2004 and 2003 was $169,347 and $120,292, respectively.

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


          remaining three months of 2004                  $         48,450
          2005                                                     191,917
          2006                                                     197,674
          2007                                                     203,605
          2008                                                     209,713
          2009                                                      35,476
                                                          ----------------
                                                          $        886,835
                                                          ================

                                       10
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

COMMITMENTS AND CONTINGENCIES (continued)



     Legal proceedings - As of September 30, 2004, the Company has accrued legal
costs of $75,000 related to various legal proceedings.

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

New Debt - During September 2004 the Company was able to raise $1,750,000; from
a $500,000 working capital facility at floating prime rate due within one year,
and a $1,250,000 two year term loan at floating prime plus 25 basis points.
These funds were used for working capital and acquisition costs.

The Company was also able to raise $2,250,000 through shareholders in unsecured
9% debenture notes due in three years. Of the 9% debenture notes raised
$1,050,000 was from related parties. Warrants were issued with the debentures
totaling 675,000 common stock purchase warrants exercisable at $0.35 per share.

The warrants were valued at $68,549 using a Black-Scholes valuation formula and
are being accounted for as a discount on the debentures issued, which is being
amortized over the life of the debentures.


4.   CHANGES IN STOCKHOLDERS' EQUITY


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



See the table below for all the equity transactions for the nine month period
ending September 30, 2004:

                                       11
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                             Shares            Amount      Paid-in Capital   To be issued
                                                        ------------------------------------------------------------------
<S>                             <C>                         <C>               <C>           <C>                <C>
      Balance as of December 31, 2003                        46,282,648        $ 46,283      $ 11,257,162       $ 32,500

 Issuance of common stock in January 2004
 related to Reg S Offering at $0.25
 per share                                                    4,408,126           4,408         1,035,092              -
 Issuance of common stock in January 2004
 related to Private Placement 2 at $0.25
 per share                                                    2,140,000           2,140           520,360        (32,500)

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

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

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

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

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

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

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

 Shares returned to Treasury

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

 Cancellation of shares returned to Treasury                   (380,000)           (380)         (303,620)

 Common stock to be issued                                                                                         1,500

 Warrants issued with debt                                                                         68,549

 Net Income

                                                        ------------------------------------------------------------------
 Balance, September 30, 2004                                 87,662,227          87,662        18,180,899          1,500
                                                        ==================================================================

                                       12
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

See the table below for all the equity transactions for the nine month period
ending September 30, 2004: (continued)


                                                          Common Stock           Stock            Deficit          Equity
                                                        ----------------------------------------------------------------------

     Balance as of December 31, 2003                                  $ -                 $ -    $ (6,213,514)    $ 5,122,431

Issuance of common stock in January 2004
related to Reg S Offering at $0.25
per share                                                               -                   -               -       1,039,500
Issuance of common stock in January 2004
related to Private Placement 2 at $0.25
per share                                                               -                   -               -         490,000

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

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

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

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

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

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

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

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

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

Cancellation of shares returned to Treasury                                           304,000                               -

Common stock to be issued                                                                                               1,500

Warrants issued with debt                                                                                              68,549

Net Income                                                                                            608,651         608,651

                                                        ----------------------------------------------------------------------
Balance, September 30, 2004                                             -                   -      (5,604,863)     12,665,198
                                                        ======================================================================
</TABLE>
                                       13
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED



5.   BUSINESS ACQUISITIONS

     Effective on September 30, 2004, Global Axcess Corp. (the "Company")
     acquired substantially all of the assets of ATM Network Services, Inc. dba
     The Bailey Group, a Nevada corporation ("The Bailey Group") pursuant to the
     Asset Purchase Agreement dated as of September 24, 2004 (the "Agreement")
     between the Company and The Bailey Group. The Bailey Group is a party to
     agreements ("Merchant Agreements") relating to the placement, maintenance
     and processing of transactions from at least 725 Automated Teller Machines
     ("ATMs") pursuant to which it provides processing services, cash services,
     maintenance services, prepaid cellular services, debit card services, phone
     card services, internet services, check cashing services and wire transfer
     services for Automated Teller Machines. The Company acquired the Merchant
     Agreements as well as the assets used in servicing the Merchant Agreements
     including certain ATMs, ATM spare parts, ATM repair equipment and ATM test
     equipment, Point Of Sale ("POS") devices including POS spare parts, POS
     repair equipment and POS test equipment, and modems connected to the ATMs,
     and all systems related thereto.

     The purchase price for the acquisition was $7,000,000 in cash of which
     $6,500,000 was paid on closing and $500,000 was held in escrow to be used
     for the payment of liabilities existing prior to close. The transaction was
     funded by utilizing cash generated from the sale of the Company's common
     stock and debt instruments in connection with three private placements by
     the Company

     Upon closing, the Company also entered into a Consulting Agreement with
     Bill H. Bailey, Jr., the controlling owner of The Bailey Group, whereby the
     Company engaged Mr. Bailey as a business development advisor. The term of
     the Consulting Agreement is three years. In consideration for providing his
     services, the Company issued Mr. Bailey a secured promissory note in the
     amount of $150,000. The promissory note bears interest of 4% and is due and
     payable in increments of $50,000 plus accrued interest on the last business
     day of September 2005, 2006 and 2007. The parties also entered into a
     Confidentiality and Business Protection Agreement.

                                       14
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED


                         PROFORMA FINANCIAL INFORMATION
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                            Global Axcess Corp     ATM Network Services, Inc.
                        ASSETS                                Balance Sheet            Balance Sheet               Proforma
                                                          As of December 31, 2003  As of December 31, 2003       Balance Sheet
Current assets
<S>                                                          <C>                       <C>                    <C>
        Cash                                                 $       1,832,079         $         227,883      $       2,059,962
        Automated teller machine vault cash                            298,705                                          298,705
        Accounts receivable, net                                       450,676                    13,088                463,764
        Prepaid expense and other current assets                       117,092                   233,133                350,225
                                                             ------------------        ------------------     ------------------
                    Total current assets                             2,698,552                   474,104              3,172,656

Fixed assets, net                                                    1,840,792                 3,162,151              5,002,943

Other assets
        Intangible assets, net                                       2,312,926                        --              2,312,926
        Other assets                                                    21,981                    14,333                 36,314
                                                             ------------------        ------------------     ------------------

Total assets                                                 $       6,874,251         $       3,650,588      $      10,524,839
                                                             ==================        ==================     ==================
</TABLE>

                                  LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

Current liabilities
<S>                                                          <C>                       <C>                            <C>
        Accounts payable and accrued liabilities             $         783,326         $       1,029,225              1,812,551
        Automated teller machine vault cash payable                    298,705                        --                298,705
        Notes payable-related parties  - curent portion                 48,320                        --                 48,320
        Notes payable - current portion                                 40,000                        --                 40,000
        Capital lease obligations - current portion                    105,111                        --                105,111
                                                             ------------------        ------------------     ------------------
                    Total current liabilities                        1,275,462                 1,029,225              2,304,687

Long-term liabilities
        Notes payable-related parties - long-term portion              274,771                 6,605,777              6,880,548
        Notes payable - long-term portion                                   --                   456,391                456,391
        Capital lease obligations - long-term portion                  201,588                        --                201,588
                                                             ------------------        ------------------     ------------------

Total liabilities                                                    1,751,821                 8,091,393              9,843,214

Commitments and contingencies                                               --                        --                      -

Stockholders' equity
        Preferred stock; $0.001 par value; 25,000,000 shares
           authorized, no shares issued and outstanding                     --                        --                      -
        Common stock; $0.001 par value; 125,000,000 shares
           authorized, 46,282,648 shares issued and
           shares outstanding                                           46,283                    95,000                141,283
        Additional paid-in capital                                  11,257,161                 4,697,020             15,954,181
        Common Stock Payable                                            32,500                        --                 32,500
        Accumulated deficit                                         (6,213,514)               (9,232,825)           (15,446,339)
                                                             ------------------        ------------------     ------------------
                    Total stockholders' equity                       5,122,430                (4,440,805)               681,625
                                                             ------------------        ------------------     ------------------

Total liabilities and stockholders' equity                   $       6,874,251         $       3,650,588      $      10,524,839
                                                             ==================        ==================     ==================
</TABLE>
                                       15
<PAGE>
                         PROFORMA FINANCIAL INFORMATION
                   CONSOLIDATED CONDENSED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                         Global Axcess Corp        ATM Networks, Inc.
                                                         For the year ended        For the year ended         Proforma
                                                          December 31, 2003         December 31, 2003         December 31, 2003

<S>                                                          <C>                       <C>                    <C>
Revenues                                                     $      10,201,765         $     5,659,096        $      15,860,861

Cost of revenues                                                     6,377,846               2,762,177                9,140,023
                                                             ------------------        ----------------       ------------------
        Gross profit                                                 3,823,919               2,896,919                6,720,838
                                                             ------------------        ----------------       ------------------
Operating expenses
        Depreciation and Amortization                                  790,795                 852,789                1,643,584
        Selling, general and administrative                          2,874,999               2,367,146                5,242,145
                                                             ------------------        ----------------       ------------------
                 Total operating expenses                            3,665,794               3,219,935                6,885,729
                                                             ------------------        ----------------       ------------------
        Income/(Loss) from Operations                                  158,125                (323,016)                (164,891)
                                                             ------------------        ----------------       ------------------

Other income (expense)
        Settlement income                                                   --                  76,454                   76,454
        Foregiveness of Debt                                           261,023                                          261,023
        Other (expense)/income                                          (1,200)                                          (1,200)
        Loss on sale of fixed asset                                          -                  (6,478)                  (6,478)
        Interest expense                                              (108,082)                                        (108,082)
                                                             ------------------        ----------------       ------------------
                 Total other income                                    151,741                  69,976                  221,717
                                                             ------------------        ----------------       ------------------

Income before provision for income taxes                               309,866                (253,040)                  56,826
Provision for income taxes                                                  --                     283                    $ 283
                                                             ------------------        ----------------       ------------------

Net income                                                   $         309,866         $      (253,323)       $          56,543
                                                             ==================        ================       ==================

Basic income per common share                                $            0.01         $         (2.67)       $            0.00
                                                             ==================        ================       ==================

Diluted income per common share                              $            0.00         $          0.00        $            0.00
                                                             ==================        ================       ==================
Basic weighted average
        common shares outstanding                                   35,163,217              95,000,000        $     130,163,217
                                                             ==================        ================       ==================
Diluted weighted average
        common shares outstanding                                   72,572,835              95,000,000        $     167,572,835
                                                             ==================        ================       ==================
</TABLE>
     On September 30, 2004, Global Axcess Corp. (the "Company") acquired
     substantially all of the assets of Family Heritage Estate Portfolio, Inc.,
     a Pennsylvania corporation ("FHEP") pursuant to the Asset Purchase
     Agreement dated as of June 21, 2004 (the "Agreement"), as amended on August
     27, 2004, between the Company and FHEP. FHEP is currently in receivership
     and Inglewood Associates, Inc., a Pennsylvania corporation (the
     "Receiver"), has been appointed as receiver for FHEP and executed the
     Agreement.

     FHEP is a party to various agreements with Nationwide Money Services, Inc.,
     a wholly-owned subsidiary of the Company, pursuant to which FHEP acquired
     the right to place ATMs and receive revenues in approximately 106 locations
     (the "Placement Agreements"). Further, FHEP has various other agreements
     for the placement and processing at six ATM locations (the "Merchant
     Agreements"). Pursuant to the Agreement, the Company acquired the Merchant
     Agreements, the ATMS installed in connection with the Placement Agreements

                                       16
<PAGE>
                      GLOBAL AXCESS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED


     and the Merchant Agreements and the phone lines used in connection with the
     Placement Agreements and the Merchant Agreements. Further, FHEP introduced
     the Company to Parkhurst Corporation ("Parkhurst") pursuant to which the
     Company and Parkhurst are currently in discussion to place the ATMs
     acquired from FHEP in 60 of Parkhurst's restaurants operating under the Eat
     n' Park brand name.

     The purchase price for the acquisition was $908,000 in cash of which
     $816,600 was paid on closing and $91,400 was held in escrow to be used for
     the payment of liabilities existing prior to close. In the event that the
     Company enters into an agreement with Parkhurst, the Company shall pay FHEP
     an additional $80,000. The transaction was funded by utilizing cash
     generated from the sale of the Company's common stock and debt instruments
     in connection with three private placements by the Company.


6.   NEW ACCOUNTING PRONOUNCEMENT


     In March 2004, the U.S. Securities and Exchange Commission's Office of the
     Chief Accountant and the Division of Corporate Finance released Staff
     Accounting bulletin ("SAB") No. 105, "Loan Commitments Accounted for as
     Derivative Instruments". This bulletin contains specific guidance on the
     inputs to a valuation-recognition model to measure loan commitments
     accounted for at fair value, and requires that fair-value measurement
     include only differences between the guaranteed interest rate in the loan
     commitment and market interest rate, excluding any expected future cash
     flows related to the customer relationship or loan servicing. In addition,
     SAB105 requires the disclosure of the accounting policy for loan
     commitments, including methods and assumptions used to estimate the fair
     value of loan commitments, and any associated hedging strategies. SAB 105
     is effective for derivative instruments entered into subsequent to March
     31, 2004 and should also be applied to existing instruments as appropriate.
     The Company has not yet completed its evaluation of SAB 105, but does not
     anticipate a material impact on the financial statements.

7.   CHANGE IN ACCOUNTING POLICY

     The Company has reviewed its estimated life of merchant contracts and has
     extended the lives based on FAS 142 pronouncements for estimating lives of
     assets based on potential indefinite periods while using a discounted
     cashflow valuation. The impact of which is approximately $15,000 per month
     in a reduction of the amortization of the asset value.

8.   SUBSEQUENT EVENTS

     The Company has added a Vault Cash Partner called First Charter Bank, which
     will replenish mainly First Charter Branded ATM's with vault cash at
     favorable rates for two years, but will also make available up to
     $3,000,000 at fed funds plus 25 basis points.


                                       17
<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 2004.
When used in this report, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "targets," "estimates," "looks for," "looks to,"
and similar expressions are generally intended to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this Quarterly Report on Form
10-QSB. We undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of
this document.

Summary

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


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

                                       18
<PAGE>

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

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

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

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

The industry has had several significant acquisition transactions namely EFund's
portfolio of 17,000 ATMs under merchant contracts for $150,000,000 to TRM; and
ETrade's portfolio of 13,200 managed ATM's to Cardtronics; and Lynk System's
sale of their processing and ATM base to the Royal Bank of Scotland for
$525,000,000.

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

                                       19
<PAGE>

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

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

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

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

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

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

Allowance of Uncollectible Accounts Receivable. Merchants and investors have
been historically billed for reimbursable expenses of the Company as part of
negotiated contracts. The accounts receivable, for these reimbursed expense
invoices, have been historically reduced by an allowance for amounts that may
become uncollectible in the future. This estimated allowance is based primarily
on management's evaluation of the financial condition of the customer and
historical experience.

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

                                       20

<PAGE>

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

Goodwill

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


Asset Impairment

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

New Accounting Pronouncement

In March 2004, the U.S. Securities and Exchange Commission's Office of the Chief
Accountant and the Division of Corporate Finance released Staff Accounting
bulletin ("SAB") No. 105, "Loan Commitments Accounted for as Derivative
Instruments". This bulletin contains specific guidance on the inputs to a
valuation-recognition model to measure loan commitments accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed interest rate in the loan commitment and market interest rate,
excluding any expected future cash flows related to the customer relationship or
loan servicing. In addition, SAB105 requires the disclosure of the accounting
policy for loan commitments, including methods and assumptions used to estimate
the fair value of loan commitments, and any associated hedging strategies. SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should also be applied to existing instruments as appropriate. The
Company has not yet completed its evaluation of SAB 105, but does not anticipate
a material impact on the financial statements.


                                       21
<PAGE>


Comparison of Results of Operations for the Three and Nine months Ended
September 30, 2004 and 2003


Revenues. The Company reported total revenue of $3,190,383 for the three month
period ended September 30, 2004 as compared to $2,558,572 for the three month
period ended September 30, 2003; and for the nine month periods ended September
30, 2004 and September 30, 2003 the total revenues were $9,046,883 and
$7,910,234, respectively. This increase in the three and nine month revenues are
mainly due to higher interchange revenue from newly acquired ATM merchant
locations and increased internal sales of ATMs.

Cost of Revenues. Our total cost of revenues increased from $1,545,269 to
$1,718,477 in the three month periods ended September 30, 2003 and 2004,
respectively. For the nine month periods ended September 30, 2004 and September
30, 2003 the total cost of revenues were $4,898,604 and $4,879,898,
respectively. Both the continued growth in our Branded Partners and the
acquisition from the first quarter have had a significant impact on the level of
the cost of revenues for the three and nine month periods ending September 30,
2004. These factors have reduced the costs from 60.4% of total revenue for the
three months ended September 30, 2003, to 53.9% of total revenue for the three
months ended September 30, 2004. For the nine month periods ended September 30,
2004 and September 30, 2003 the costs were reduced from 61.7% to 54.1% of total
revenues, respectively.

Gross Margin. Gross profit as a percentage of revenue for the three month period
ended September 30, 2004 and 2003 were 46.1% or $1,471,906 and 39.6% or
$1,013,303, respectively. For the nine month periods ended September 30, 2004
and September 30, 2003 the gross margins were 45.9% or $4,148,279 and 38.3% or
$3,030,336, respectively. There was a significant increase in the quarterly and
nine month margins due to higher profitability on the ATMs in place since
December 2003, also significantly higher margin revenue came to the Company from
the acquisition during the first quarter and the increase in the branding of ATM
locations greatly reduced costs of revenues, as noted above.

Operating  Expenses.  Our total  operating  expenses  for the three months ended
September 30, 2004 and 2003, were $1,282,071 and $899,324, respectively. For the
nine month  periods  ended  September  30, 2004 and September 30, 2003 the total
operating expenses were $3,698,142 and $2,908,071,  respectively.  The principal
components of operating expenses are professional fees,  administrative salaries
and benefits,  depreciation and amortization,  consulting fees, occupancy costs,
sales and marketing  expenses and administrative  expenses.  The increase during
the three and nine months ended  September  30, 2004 is mainly  attributable  to
investment in the future by the Company into two of its subsidiaries; Electronic
Payment and Transfer, Corp. and Axcess Technology, Corp. These costs made up for
67% of the increase for the similar periods ended September 30, 2003. There were
also  increases in  investment  relations,  security  systems  costs,  audit and
professional  fees,  salaries and wages,  employee taxes and benefits during the
three and nine month  periods  ending  September  30,  2004 as  compared  to the
similar  periods  ended  September  30,  2003.  There  was also an  increase  in
depreciation  and  amortization  due to the  acquisition  of  900  ATM  Merchant
contracts in the first  quarter of 2004 and from assets  purchased at the end of
fiscal year 2003 and during these same periods ended September 30, 2004.

Income from Operations. We had income from operations for the three month period
ending September 30, 2004 in the amount of $189,835 as compared to income from
operations of $113,979 in the three month period ended September 30, 2003. For
the nine month periods ended September 30, 2004 and September 30, 2003 the
income from operations were $450,137 and $122,265, respectively. The increase in
income from operations reported was mainly due to higher revenues and reductions
in cost of revenues noted above.

Other Income and expense. For the three month period ended September 30, 2004
and 2003 the other income and expenses were an expense of $37,476 and an income
of $32,612, respectively. During the three months ended September 30, 2003 there
was a reduction of a reserve set for contingent liabilities during the second
quarter of 2003. During the three month period ended September 30, 2004 the
Company raised a reserve by $20,000 for the current legal claims made against
the company. For the nine month periods ended September 30, 2004 and September
30, 2003 the other income and expenses totaled $158,514 and $104,088,

                                       22
<PAGE>
respectively. During the nine month period ending September 30, 2004 the Company
received common stock returned to treasury and subsequently cancelled in the
amount of $304,000. During the nine month period ended September 30, 2003 the
Company cancelled debt in the amount of $261,023. Both the contingent reserves
and interest expense were consistent.


Interest Expense. Interest expense remained consistent for the three and nine
month periods ending September 30, 2004 to $17,476 from $17,388 for the three
month period ending September 30, 2003. Interest expense was $70,486 and $66,935
for the nine month period ending September 30, 2004 and September 30, 2003,
respectively. The Company was able to offset some of the higher interest expense
with interest income from investment of funds into a money market account. The
increase was mainly due to fees charged on new loans during the quarter ended
September 30, 2004.

Income before Taxes. We had a net income before taxes of $152,359 for the three
month period ended September 30, 2004; as compared to income before taxes of
$146,591 for the three month period end September 30, 2003. For the nine month
periods ended September 30, 2004 and September 30, 2003 the income before taxes
totaled $608,651 and $265,353, respectively.

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

LIQUIDITY AND CAPITAL RESOURCES

Working Capital. As of September 30, 2004, the Company had current assets of
$2,345,406 and current liabilities of $2,875,402, which results in a negative
working capital of $529,996, as compared to current assets of $997,338 and
current liabilities of $1,174,915 resulting in a deficit of ($177,576) as of
September 30, 2004. The ratio of current assets to current liabilities decreased
to 0.82 at September 30, 2004 from 0.85 at September 30,
2003. It is expected that cash provided from operations will be sufficient for
the fourth quarter of 2004 and 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 period ending September 30, 2004 and 2003 was
$596,177 and $134,302, respectively. Net cash provided by operating activities
in the nine month period ending September 30, 2004 consisted primarily of a net
income of $608,651, depreciation and amortization of $887,666, shares returned
to treasury of $304,000 and an increase in contingent reserves of $75,000.
Increases in operating assets over liabilities amounted to $671,140. The
increase in the operating assets were mainly due to higher levels of accounts
receivable from the acquisition of $600,177, a note receivable for $99,895,
increase in prepaid and other assets of $178,980 and inventory of $28,893. The
Company was able to obtain $3,939,487 in bank and related party notes. The
Company also sold common stock less fees netting $7,200,568 in proceeds, and
allowed us to make the acquisitions for $9,269,641 (plus fees less amortization)
for merchant and ATM contracts, also the Company purchased fixed assets in the
form of ATMs, computer hardware and upgraded software and new ATMs totaling
$4,458,331. 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

                                       23

<PAGE>


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

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

The Company is continuing its efforts to raise additional capital through equity
or debt financings. The Company estimates to continue its current business plan
and acquisition strategy, it will require approximately $15,000,000 in
additional working capital to meet its needs for the next 12 months for
acquisitions and such items as new ATM leases and software development.

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

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


     o    Palm Desert Bank. Nationwide Money Services has been using Palm Desert
          National Bank as a vault cash provider since April of 2001. This
          relationship was limited to the funding of a specific portfolio of
          ATMs and as a result limited the growth potential of the relationship.
          During the third quarter of 2002, Nationwide Money and Palm Desert
          initiated discussions to expand the relationship and for Palm Desert
          to provide vault cash for additional ATMs. As of September 30, 2004,
          Nationwide Money had 105 ATMs funded by Palm Desert with a vault cash
          outstanding balance of about $2,300,000. In January 2003, we entered
          into an arrangement with Palm Desert allowing us to obtain up to
          $10,000,000 in vault cash. The Palm Desert Bank arrangement has a term
          of two years and may be terminated by Palm Desert Bank upon breach by
          us and upon the occurrence of certain other events. Under this
          arrangement, we are required to pay a monthly service fee on the
          outstanding amount equal to the prime rate of interest, plus a
          specified percentage, and must pay monthly "bank" fees. Additionally
          the Company is required to make a deposit with Palm Desert Bank in an
          amount determined by the outstanding balance. We are also required to
          maintain insurance on the vault cash.

                                       24

<PAGE>


     o    WSFS. On May 15, 2000, we entered into an arrangement with Wilmington
          Savings Fund Society ("WSFS") allowing us to obtain up to $2,000,000
          in vault cash. In May 2002, we renewed the agreement with WSFS and
          increased the vault cash limit to $5,000,000 and the new contract has
          a month-to-month term. As of September 30, 2004, approximately
          $1,400,000 was outstanding. The WSFS contract may be terminated by
          WSFS at any time upon breach by us and upon the occurrence of certain
          other events. Under this arrangement, we are required to pay a monthly
          service fee on the outstanding amount equal to the prime rate of
          interest, plus a specified percentage, and must pay monthly "bank" and
          insurance fees. We are also required to maintain insurance on the
          vault cash.


     o    Various Branded Cash Partners. Nationwide Money has partnered with
          numerous banks and credit unions to market specific Nationwide ATMs to
          the cardholders of these institutions. We add signage and marketing
          material to the ATM so that the ATM is easily identified as being
          associated with the bank or credit union, and the cardholders of these
          institutions receive surcharge free transactions at the designated
          ATMs. This provides the bank or credit union additional marketing
          power and another point of access to funds for their cardholders. In
          return for this benefit, the bank or credit union, provide and manage
          the vault cash in the specified ATM(s), as well as provide and pay for
          cash replenishment and first line maintenance. The advantage to
          Nationwide Money is that this reduces the costs associated with vault
          cash, cash replenishment and first line by approximately 50%. Another
          advantage is that with a branded ATM, transactions volumes
          traditionally increase more than at a non-branded ATM. As of September
          30, 2004, Nationwide Money had 59 branded partners, which funded 712
          ATMs in 8 states, with about $8.5 million in outstanding vault cash.



As a result of certain factors, our cash provided by operating activities has
increased from the same period a year ago. The Company is realizing more profit
and a higher level of depreciation/amortization, thus raising the cash from
operations by over $590,000. With this increase in operating cash flows we have
incurred additional demands on our available capital in connection with the
start-up expenses associated with our two new subsidiaries Axcess Technologies
Corp. and Electronic Payment & Transfer, Corp. The majority of the funds
remaining will be used to make acquisitions and fixed asset purchases.

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

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

Contractual Obligations. Our ability to fund our capital needs is also impacted
by our overall capacity to acquire favorable financing terms in our acquisition
of ATMs. Our contractual obligations, including commitments for future payments
under non-cancelable lease arrangements and short and long-term debt
arrangements, are summarized below. We do not participate in, nor secure
financings for, any unconsolidated, limited or special purpose entities. We
anticipate that our capital expenditures (outside of acquisitions) for fiscal
2004 will total approximately $1,500,000, primarily for the acquisition of ATMs
and related ATM installation costs. We lease ATMs under capital lease agreements
that expire between in 2006 and 2007 and provide for lease payments at interest
rates up to 10% per annum. See Note 8 to the Consolidated Financial Statements
in the Form 10KSB Annual Report.

                                       25
<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.

Risk Factors

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

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

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

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

                                       26

<PAGE>


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

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

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

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

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

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

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

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

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

      o   Changes in general economic conditions.


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

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

FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

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

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

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

                                       27
<PAGE>

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

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

The termination of our contract with our major customer could negatively impact
our results of operations and may result in a significant impact to revenues.

Our contract with a major customer (Food Lion) expired in September 2001. We
signed new contracts with Food Lion, and an affiliated company, Kash n Karry, in
November 2001. The new contracts included the sites then operating of
approximately 550, and included an additional 400 sites. The new contracts were
for a five-year period for both the existing sites and the new sites. During
fiscal year 2003, we renegotiated these contracts to extend the lives until
April 2011 and have in service approximately 720 ATM sites. The sites maintained
by Food Lion and Kash n Karry constitute approximately 22% of our total sites
and 30% of our total revenues. Historically, these sites have generated average
revenue per site in excess of other sites. If we were to lose the Food Lion and
Kash n Karry accounts, our revenues would be substantially affected.


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

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

Other Factors

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

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


Mergers, acquisitions and personnel changes at financial institutions and
electronic funds transfer networks and independent sales organizations may
adversely affect our business, financial condition and results of operations.

Currently, the banking industry is consolidating, causing the number of
financial institutions and ATM networks to decline. This consolidation could
cause us to lose:

     o    current and potential customers;

     o    market share if the combined entity determines that it is more
          efficient to develop in-house products and services similar to ours or
          use our competitors' product and services; and

     o    revenue if the combined institution is able to negotiate a greater
          volume discount for, or discontinue the use of, our products and
          services.

For example, one of the larger customers of our electronic transaction
processing business, the STAR Network, has been purchased by one of our

                                       28
<PAGE>
competitors, Concord EFS. Although we have a multi-year processing contract with
STAR, we cannot presently predict the possible long-term impact of this
acquisition on our business with certainty. The loss of STAR as a processing
customer would have an adverse effect on our business.

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

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

The independent ATM business has become increasingly competitive since entities
other than banks have entered the market and relatively few barriers exist to
entry. We face intense competition from a number of companies. Further, we
expect that competition will intensify as the movement towards increasing
consolidation within the financial services industry continues. Many of our
competitors have significantly greater financial, technical and marketing
resources, greater name recognition and a larger installed customer base than we
do.

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

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


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

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

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

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

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

                                       29
<PAGE>
Item 3.  Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of September 30,
2004. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to September 30, 2004.

                                       30
<PAGE>
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


None.

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

 The Company raised $2,250,000 through the sale of unsecured 9% debenture notes
due in three years to accredited investors. In connection with this financing,
the Company also issued common stock purchase warrants to purchase an aggregate
of 675,000 shares of common stock at $.35 per share. The offering and sale of
the notes and warrants were deemed to be exempt under rule 506 of Regulation D
and Section 4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the securities. The offerings and
sales were made to a limited number of persons, all of whom were accredited
investors, and transfer was restricted by the Company in accordance with the
requirements of 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.

None.

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


(a)  Exhibit Description

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

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


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

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





                                31

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as of
November 12, 2004 the Issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               GLOBAL AXCESS CORP.

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

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 12th day of November, 2004.

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

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

/S/ Don Headlund
    ------------
    Don Headlund           Director

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

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

/S/ Georg Hochwimmer
    ----------------
    Georg Hochwimmer       Director

/S/ Robert Jansen
    -------------
    Robert Jansen          Director

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

                                       32