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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ending September 30, 2006



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-23489



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Access
Worldwide Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 52-1309227                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1820 N. Fort Myer Drive, Arlington, VA                         |  | 22209                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (703) 292 5210



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Securities registered pursuant
to Section 12(b) of the Act:



|                     |  |                                           
|-------------------- |  | ------------------------------------------
|Title of each class. |  | Name of each exchange on which registered.
|None                 |  | None                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Title
of Class



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Indicate by check mark whether the registrant (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 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer x

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

The number of shares outstanding of the registrants common stock, par value $.01 per share, as of November 9, 2006 was 17,340,065.



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##### Table of Contents

ACCESS WORLDWIDE COMMUNICATIONS, INC.

INDEX



|                             |  |                                                                                                                                 |  |      
|---------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | -----
|                             |  |                                                                                                                                 |  | Page 
|Part I-Financial Information |  |                                                                                                                                
|                             |  |                                                                                                                                
|Item 1.                      |  | Financial Statements                                                                                                            |  | 1    
|                             |  |                                                                                                                                
|                             |  | Condensed Consolidated Balance Sheets  September 30, 2006 (unaudited) and December 31, 2005                                    |  | 1    
|                             |  |                                                                                                                                
|                             |  | Condensed Consolidated Statements of Income (unaudited)  Three and Nine Months Ended September 30, 2006 and September 30, 2005 |  | 2    
|                             |  |                                                                                                                                
|                             |  | Condensed Consolidated Statement of Changes in Common Stockholders Deficit (unaudited)  Nine Months Ended September 30, 2006  |  | 3    
|                             |  |                                                                                                                                
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited)  Nine Months Ended September 30, 2006 and September 30, 2005       |  | 4    
|                             |  |                                                                                                                                
|                             |  | Notes to Condensed Consolidated Financial Statements                                                                            |  | 5-11 
|                             |  |                                                                                                                                
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                           |  | 12-15
|                             |  |                                                                                                                                
|Item 4.                      |  | Controls and Procedures                                                                                                         |  | 15   
|                             | 
|Part II-Other Information    |  |                                                                                                                                
|                             |  |                                                                                                                                
|Item 1A.                     |  | Risk Factors                                                                                                                    |  | 16   
|                             |  |                                                                                                                                
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                                             |  | 16   
|                             |  |                                                                                                                                
|Item 6.                      |  | Exhibits                                                                                                                        |  | 16   
|                             |  |                                                                                                                                
|                             |  | Signatures                                                                                                                      |  | 17   
|                             |  |                                                                                                                                
|                             |  | Certifications                                                                                                                  |  |      



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##### Table of Contents

PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                          |  | September 30, 2006(Unaudited) |             |   | December 31, 2005 |  
|ASSETS                                                                                                                                    |  |                               |             |   |                   |   |             |  
|Current assets:                                                                                                                           |  |                               |             |   |                   |   |             |  
|Cash and cash equivalents                                                                                                                 |  | $                             | 3,974,657   |   |                   | $ | 1,755,926   |  
|Restricted cash                                                                                                                           |  |                               | 123,000     |   |                   |   | 314,000     |  
|Accounts receivable, net of allowance for doubtful accounts of $96,243 and $61,994, respectively                                          |  |                               | 5,515,779   |   |                   |   | 7,297,583   |  
|Unbilled receivables                                                                                                                      |  |                               | 650,259     |   |                   |   | 228,083     |  
|Other assets, net                                                                                                                         |  |                               | 1,075,196   |   |                   |   | 785,257     |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total current assets                                                                                                                      |  |                               | 11,338,891  |   |                   |   | 10,380,849  |  
|Property and equipment, net                                                                                                               |  |                               | 3,237,356   |   |                   |   | 5,025,158   |  
|Restricted cash                                                                                                                           |  |                               | 343,000     |   |                   |   | 466,000     |  
|Other assets, net                                                                                                                         |  |                               | 286,122     |   |                   |   | 390,822     |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total assets                                                                                                                              |  | $                             | 15,205,369  |   |                   | $ | 16,262,829  |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|LIABILITIES AND COMMON STOCKHOLDERS DEFICIT                                                                                              |  |                               |             |   |                   |   |             |  
|Current liabilities:                                                                                                                      |  |                               |             |   |                   |   |             |  
|Current portion of indebtedness                                                                                                           |  | $                             | 467,255     |   |                   | $ | 4,876,381   |  
|Current portion of indebtedness - related parties                                                                                         |  |                               | 2,000,000   |   |                   |   | 352,334     |  
|Convertible Notes, net                                                                                                                    |  |                               | 2,082,246   |   |                   |   | 1,768,584   |  
|Accounts payable                                                                                                                          |  |                               | 697,286     |   |                   |   | 1,878,856   |  
|Accrued expenses                                                                                                                          |  |                               | 1,066,162   |   |                   |   | 2,204,267   |  
|Grants payable                                                                                                                            |  |                               |            |   |                   |   | 80,000      |  
|Accrued salaries, wages and related benefits                                                                                              |  |                               | 750,474     |   |                   |   | 736,797     |  
|Customer Deposits                                                                                                                         |  |                               | 988,979     |   |                   |   | 1,084,378   |  
|Deferred revenue                                                                                                                          |  |                               | 300,567     |   |                   |   | 1,435,619   |  
|Accrued interest and other related party expenses                                                                                         |  |                               |            |   |                   |   | 59,512      |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total current liabilities                                                                                                                 |  |                               | 8,352,969   |   |                   |   | 14,476,728  |  
|Long-term portion of indebtedness                                                                                                         |  |                               | 364,131     |   |                   |   | 669,441     |  
|Other long-term liabilities                                                                                                               |  |                               | 552,425     |   |                   |   | 796,418     |  
|Convertible Notes, net                                                                                                                    |  |                               | 3,132,438   |   |                   |   | 1,380,564   |  
|Mandatorily redeemable preferred stock, $.01 par value: 1,000,000 shares authorized, 40,000 shares issued and outstanding                 |  |                               | 4,000,000   |   |                   |   | 4,000,000   |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total liabilities                                                                                                                         |  |                               | 16,401,963  |   |                   |   | 21,323,151  |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Commitments and contingencies                                                                                                             |  |                               |             |   |                   |   |             |  
|Common stockholders deficit:                                                                                                             |  |                               |             |   |                   |   |             |  
|Common stock, $.01 par value: voting: 20,000,000 shares authorized; 17,340,065 and 16,616,219 shares issued and outstanding,
respectfully |  |                               | 173,401     |   |                   |   | 166,162     |  
|Additional paid-in capital                                                                                                                |  |                               | 70,664,806  |   |                   |   | 70,389,446  |  
|Accumulated deficit                                                                                                                       |  |                               | (72,034,801 | ) |                   |   | (75,602,730 | )
|Deferred compensation                                                                                                                     |  |                               |            |   |                   |   | (13,200     | )
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total common stockholders deficit                                                                                                        |  |                               | (1,196,594  | ) |                   |   | (5,060,322  | )
|                                                                                                                                          |  |                               |             |   |                   |   |             |  
|Total liabilities and common stockholders deficit                                                                                        |  | $                             | 15,205,369  |   |                   | $ | 16,262,829  |  
|                                                                                                                                          |  |                               |             |   |                   |   |             |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)



|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------ |  | -------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                             |  | Three Months Ended September 30, |            |   | Nine Months Ended September 30, |  
|                                                             |  | 2006                             |            |   | 2005                            |   |            | 2006 |  |   | 2005       |  
|Revenues                                                     |  | $                                | 8,156,021  |   |                                 | $ | 3,919,196  |      |  | $ | 20,468,535 |   |  | $ | 13,983,821 |  
|Cost of revenues                                             |  |                                  | 4,975,920  |   |                                 |   | 2,767,133  |      |  |   | 12,433,144 |   |  |   | 9,592,376  |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Gross profit                                                 |  |                                  | 3,180,101  |   |                                 |   | 1,152,063  |      |  |   | 8,035,391  |   |  |   | 4,391,445  |  
|Selling, general and administrative expenses                 |  |                                  | 3,340,636  |   |                                 |   | 3,204,148  |      |  |   | 10,087,265 |   |  |   | 9,417,367  |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Loss from operations                                         |  |                                  | (160,535   | ) |                                 |   | (2,052,085 | )    |  |   | (2,051,874 | ) |  |   | (5,025,922 | )
|Interest income                                              |  |                                  | 24,741     |   |                                 |   | 4,931      |      |  |   | 65,154     |   |  |   | 12,347     |  
|Interest expenserelated parties                             |  |                                  | (25,250    | ) |                                 |   | (22,938    | )    |  |   | (96,573    | ) |  |   | (68,813    | )
|Interest expense                                             |  |                                  | (1,806,607 | ) |                                 |   | (457,365   | )    |  |   | (2,751,825 | ) |  |   | (1,235,949 | )
|Other income                                                 |  |                                  | 84,421     |   |                                 |   | 299,780    |      |  |   | 531,689    |   |  |   | 924,560    |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Loss from continuing operations                              |  |                                  | (1,883,230 | ) |                                 |   | (2,227,677 | )    |  |   | (4,303,429 | ) |  |   | (5,393,777 | )
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Discontinued operations (Note 8)                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) from discontinued operations                   |  |                                  | 95,799     |   |                                 |   | 211,011    |      |  |   | (328,262   | ) |  |   | 2,116,778  |  
|Gain on disposal of segment, net of income tax expense of $0 |  |                                  | 8,199,620  |   |                                 |   |           |      |  |   | 8,199,620  |   |  |   |           |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|                                                             |  |                                  | 8,295,419  |   |                                 |   | 211,011    |      |  |   | 7,871,358  |   |  |   | 2,116,778  |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) before deemed dividend                     |  |                                  | 6,412,189  |   |                                 |   | (2,016,666 | )    |  |   | 3,567,929  |   |  |   | (3,276,999 | )
|Deemed dividend  warrants issued to certain stockholders    |  |                                  |           |   |                                 |   | (740,000   | )    |  |   |           |   |  |   | (740,000   | )
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                            |  | $                                | 6,412,189  |   |                                 | $ | (2,756,666 | )    |  | $ | 3,567,929  |   |  | $ | (4,016,999 | )
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted income (loss) per share of common stock    |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Continuing operations                                        |  | $                                | (0.11      | ) |                                 | $ | (0.16      | )    |  | $ | (0.25      | ) |  | $ | (0.45      | )
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Discontinued operations                                      |  | $                                | 0.48       |   |                                 | $ | 0.02       |      |  | $ | 0.46       |   |  | $ | 0.18       |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                            |  | $                                | 0.37       |   |                                 | $ | (0.20      | )    |  | $ | 0.21       |   |  | $ | (0.34      | )
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding                   |  |                                  | 17,340,065 |   |                                 |   | 13,599,552 |      |  |   | 17,193,204 |   |  |   | 11,909,830 |  
|                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON
STOCKHOLDERS DEFICIT

(UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006



|                                                                         |  |              |  |                          |         |  |                     |            |   |                       |   |             |       |  |   |         |   |  |   |            |  
|------------------------------------------------------------------------ |  | ------------ |  | ------------------------ | ------- |  | ------------------- | ---------- | - | --------------------- | - | ----------- | ----- |  | - | ------- | - |  | - | ---------- | -
|                                                                         |  | Common Stock |  | AdditionalPaid-inCapital |         |  | Accumulated Deficit |            |   | Deferred Compensation |   |             | Total | 
|                                                                         |  | Shares       |  | Amount                   |         |  |                     |           
|Balance, December 31, 2005                                               |  | 16,616,219   |  | $                        | 166,162 |  | $                   | 70,389,446 |   |                       | $ | (75,602,730 | )     |  | $ | (13,200 | ) |  | $ | (5,060,322 | )
|Common stock warrants exercised                                          |  | 553,500      |  |                          | 5,535   |  |                     |           |   |                       |   |            |       |  |   |        |   |  |   | 5,535      |  
|Common stock issued for services                                         |  | 121,199      |  |                          | 1,212   |  |                     | 96,288     |   |                       |   |            |       |  |   |        |   |  |   | 97,500     |  
|Common stock issued to pay accrued bonus                                 |  | 49,147       |  |                          | 492     |  |                     | 24,082     |   |                       |   |            |       |  |   |        |   |  |   | 24,574     |  
|Reversal of intrinsic value of deferred compensation                     |  |             |  |                          |        |  |                     | (13,200    | ) |                       |   |            |       |  |   | 13,200  |   |  |   |           |  
|Share based compensation expense                                         |  |             |  |                          |        |  |                     | 84,190     |   |                       |   |            |       |  |   |        |   |  |   | 84,190     |  
|Value of warrant issued in connection with note payable to related party |  |             |  |                          |        |  |                     | 84,000     |   |                       |   |            |       |  |   |        |   |  |   | 84,000     |  
|Net income                                                               |  |             |  |                          |        |  |                     |           |   |                       |   | 3,567,929   |       |  |   |        |   |  |   | 3,567,929  |  
|                                                                         |  |              |  |                          |         |  |                     |            |   |                       |   |             |       |  |   |         |   |  |   |            |  
|Balance, September 30, 2006                                              |  | 17,340,065   |  | $                        | 173,401 |  | $                   | 70,664,806 |   |                       | $ | (72,034,801 | )     |  |   |        |   |  | $ | (1,196,594 | )
|                                                                         |  |              |  |                          |         |  |                     |            |   |                       |   |             |       |  |   |         |   |  |   |            |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE NINE MONTHS
ENDED SEPTEMBER 30,



|                                                                                     |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                     |  | 2006 |            |   | 2005 |  
|Cash flows from operating activities:                                                |  |      |            |   |      |   |            |  
|Net income (loss)                                                                    |  | $    | 3,567,929  |   |      | $ | (3,276,999 | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |      |            |   |      |   |            |  
|Depreciation and amortization                                                        |  |      | 821,563    |   |      |   | 635,901    |  
|Amortization of deferred financing costs                                             |  |      | 510,273    |   |      |   | 63,511     |  
|Accretion of discount on Convertible Notes                                           |  |      | 565,536    |   |      |   | 537,605    |  
|Provision for (recovery of) doubtful accounts                                        |  |      | 89,695     |   |      |   | (65,693    | )
|Deferred compensation                                                                |  |      | 7,875      |   |      |   | 11,075     |  
|Share based compensation expense                                                     |  |      | 84,190     |   |      |   |           |  
|Gain on sale of discontinued operations                                              |  |      | (8,199,620 | ) |      |   |           |  
|Common stock issued for Board of Director fees and bonus                             |  |      | 122,073    |   |      |   |            |  
|Changes in assets and liabilities from discontinued operations                       |  |      | 566,586    |   |      |   | (250,798   | )
|Changes in operating assets and liabilities:                                         |  |      |            |   |      |   |            |  
|Accounts receivable                                                                  |  |      | (2,337,790 | ) |      |   | 312,342    |  
|Unbilled receivables                                                                 |  |      | (422,176   | ) |      |   | (129,897   | )
|Grant payable                                                                        |  |      | (80,000    | ) |      |   |           |  
|Other assets                                                                         |  |      | (137,636   | ) |      |   | (224,284   | )
|Accounts payable, grants payable and accrued expenses                                |  |      | (957,029   | ) |      |   | (2,456,606 | )
|Accrued salaries, wages and related benefits                                         |  |      | 443,682    |   |      |   | (24,641    | )
|Accrued interest and related party expenses                                          |  |      | (46,911    | ) |      |   | 44,060     |  
|Deferred revenues                                                                    |  |      | (450,489   | ) |      |   | 966,936    |  
|Customer deposits                                                                    |  |      | 90,656     |   |      |   | 261,125    |  
|                                                                                     |  |      |            |   |      |   |            |  
|Net cash used in operating activities                                                |  |      | (5,761,593 | ) |      |   | (3,596,363 | )
|                                                                                     |  |      |            |   |      |   |            |  
|Cash flows from investing activities:                                                |  |      |            |   |      |   |            |  
|Additions to property and equipment, net                                             |  |      | (175,907   | ) |      |   | (2,087,317 | )
|Additions to property and equipment from discontinued operations, net                |  |      | (187,549   | ) |      |   | (229,852   | )
|Net proceeds from sale of discontinued operations                                    |  |      | 9,751,470  |   |      |   |            |  
|Increase (decrease) in restricted cash                                               |  |      | 314,000    |   |      |   | (632,000   | )
|                                                                                     |  |      |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                                  |  |      | 9,702,014  |   |      |   | (2,949,169 | )
|                                                                                     |  |      |            |   |      |   |            |  
|Cash flows from financing activities:                                                |  |      |            |   |      |   |            |  
|(Payments) borrowings under capital leases                                           |  |      | (295,678   | ) |      |   | 880,357    |  
|Proceeds from issuance of common stock                                               |  |      |           |   |      |   | 1,000,000  |  
|Proceeds from exercise of common stock options and warrants                          |  |      | 5,535      |   |      |   | 7,370      |  
|Net (payments) borrowings under Debt Agreement                                       |  |      | (4,454,388 | ) |      |   | 482,662    |  
|Proceeds from insurance financing, net                                               |  |      | 15,175     |   |      |   | 63,149     |  
|Borrowings under note payable to related party                                       |  |      | 2,000,000  |   |      |   |           |  
|Payment of subordinated note from discontinued operations                            |  |      | (352,334   | ) |      |   |           |  
|Proceeds from issuance of Convertible Notes                                          |  |      | 1,500,000  |   |      |   | 2,254,951  |  
|Loan origination fees                                                                |  |      | (140,000   | ) |      |   | (40,000    | )
|                                                                                     |  |      |            |   |      |   |            |  
|Net cash (used in) provided by financing activities                                  |  |      | (1,721,690 | ) |      |   | 4,648,489  |  
|                                                                                     |  |      |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                                 |  |      | 2,218,731  |   |      |   | (1,897,043 | )
|Cash and cash equivalents, beginning of period                                       |  |      | 1,755,926  |   |      |   | 2,570,546  |  
|                                                                                     |  |      |            |   |      |   |            |  
|Cash and cash equivalents, end of period                                             |  | $    | 3,974,657  |   |      | $ | 673,503    |  
|                                                                                     |  |      |            |   |      |   |            |  
|Non-cash investing and financing activities:                                         |  |      |            |   |      |   |            |  
|Equipment acquisitions through capital leases                                        |  |      | 20,455     |   |      |   |           |  
|Warrants issued with note payable                                                    |  |      | 84,000     |   |      |   |           |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

Access Worldwide Communications, Inc. (Access, we, our, us or the Company)
provides a variety of sales, education and customer service programs to clients in the pharmaceutical, telecommunications, financial services and media industries and have historically reported under the Pharmaceutical and Business Services
segments. On August 3, 2006, we completed a strategic transaction which resulted in the sale of our TMS Professional Markets Group (Note 8). Subsequent to the transaction, we are a company focused primarily on Business Process and Sales
Outsourcing (BPO) and therefore have changed our reporting segments to Domestic and International geographical segments.

In
our opinion, these financial statements reflect all normal, recurring adjustments necessary to provide a fair presentation of our financial position, results of operations and cash flows for the periods presented. These interim financial statements
are condensed, and thus, do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for presentation of a complete set of financial statements. The balance sheet
as of December 31, 2005 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

These interim results are not necessarily indicative of the results that should be expected for the full year. For a better understanding of our business
and our financial statements, the condensed interim financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2005, which are included in our 2005 Annual Report on Form
10-K, filed with the Securities and Exchange Commission (the SEC) on April 17, 2006.

2. RESTRICTED CASH

We obtained a letter of credit (Letter of Credit) in the amount of $834,000 issued to the landlord of our Maryland communication center. The
Letter of Credit was collateralized by a certificate of deposit in the same amount. Therefore, such certificate of deposit is classified as restricted cash of $466,000 and $780,000 in the accompanying consolidated balance sheets at
September 30, 2006 and December 31, 2005, respectively.

The amount of the Letter of Credit and restricted cash will be reduced
on each anniversary of the lease agreement through May 2011. The balance of the Letter of Credit will be reduced to the amount shown on each anniversary date as follows:



|                      |  |   |        
|--------------------- |  | - | -------
|May 2007              |  | $ | 343,000
|May 2008 through 2010 |  |   | 221,000

3. STOCK-BASED COMPENSATION

Incentive Stock Plans

We maintain an incentive stock option plan that provides for the grants
of stock options to our directors, officers and key employees. As of September 30, 2006, there were 482,047 shares of common stock available for issuance under our stock option plan. Under the stock option plan, stock options must be granted at
an option price equal to the closing market price of the stock on the date the stock option was awarded. Stock options granted under the plan become exercisable over three or five years, as determined by the Stock Option Committee, in equal annual
installments after the date of grant. All stock options granted expire ten years from the date of grant.

There were no stock options
granted or exercised during the third quarter of 2006. As of September 30, 2006, there was approximately $254,000 of total unrecognized share based compensation cost related to the stock options granted under our stock plans. That cost is
expected to be recognized over a weighted-average period of 7.3 years.

Pro Forma Information Under SFAS No. 123 for Periods Prior to
Fiscal 2006

The table below illustrates the effect on net income (loss) and income (loss) per share if we had applied the fair
value recognition provisions of SFAS No. 123 to options granted in the third quarter of 2005 for the three and nine months ended September 30, 2005.



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|                                                                                                                                     |  |                    |            |   |             |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ---------- | - | ----------- | - | ---------- | -
|                                                                                                                                     |  | September 30, 2005 |           
|                                                                                                                                     |  | Three Months       |            |   | Nine Months |  
|Net loss, as reported                                                                                                                |  | $                  | (2,756,666 | ) |             | $ | (4,016,999 | )
|Add: stock-based employee compensation expense included in reported net loss, net of related tax effect                              |  |                    | 1,650      |   |             |   | 4,950      |  
|Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
effect |  |                    | (36,939    | ) |             |   | (108,741   | )
|                                                                                                                                     |  |                    |            |   |             |   |            |  
|Pro forma net loss                                                                                                                   |  | $                  | (2,791,955 | ) |             | $ | (4,120,790 | )
|                                                                                                                                     |  |                    |            |   |             |   |            |  
|Loss per share:                                                                                                                      |  |                    |            |   |             |   |            |  
|Basic and diluted  as reported                                                                                                      |  | $                  | (0.20      | ) |             | $ | (0.34      | )
|Basic and diluted  pro forma                                                                                                        |  | $                  | (0.21      | ) |             | $ | (0.35      | )

Valuation and Expense Information under SFAS No. 123R

The adoption of SFAS No. 123R had a negligible impact on our net income (loss) for three quarters ended September 30, 2006. Accordingly, the
adoption of SFAS No. 123R did not have an effect on income (loss) per share for the three quarters ended September 30, 2006. We recorded share based compensation costs of approximately $20,000, $40,000 and $24,000 for the three quarters
ended September 30, 2006, respectively.

As required by SFAS No. 123R, we now estimate forfeitures of employee stock options and
recognize compensation cost only for those awards expected to vest. Forfeiture rates are determined for three groups of employees-directors, senior management and all other employees, based on historical experience. Estimated forfeitures are now
adjusted to actual forfeiture experience as needed. The effect of actual forfeitures for the three quarters ended September 30, 2006 were $11,020, $0 and $7,607, respectively and the estimated forfeiture rate for the three quarters ended
September 30, 2006 were 8%, 8% and 8%, respectively.

In connection with the adoption of SFAS No. 123R, we estimate the fair
value of each stock option on the date of grant using a Black-Scholes-Merton option-pricing formula, applying the following assumptions, and amortize that value to expense over the options vesting period using the straight-line attribution
approach:



|                         |  |                   |  
|------------------------ |  | ----------------- | -
|                         |  | September 30,2006 |  
|Expected term (in years) |  | 6.5               |  
|Risk-free interest rate  |  | 4.67              | %
|Expected volatility      |  | 106               | %
|Expected dividend yield  |  | 0                 | %

Expected Term:The expected term represents the period over which the share-based awards are expected to be
outstanding. It has been determined using the simplified method described in the SECs Staff Accounting Bulletin No. 107, which is based on a calculation to arrive at the midpoint between the vesting date and the end of the
contractual term.

Risk-Free Interest Rate:We based the risk-free interest rate used in our assumptions on the implied yield currently available on
U.S. Treasury 5 year constant maturity issues with a remaining term equivalent to the stock option awards expected term.

Expected Volatility:The volatility factor used in our assumptions is based on the historical price of our stock over the most recent period commensurate with the expected term of the stock option award.

Expected Dividend Yield: We do not intend to pay dividends on our common stock for the foreseeable future. Accordingly, we use a dividend yield of zero in our assumptions.



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4. LOSS PER COMMON SHARE

The information required to compute basic and diluted net income (loss) per share is as follows:



|                                                                                       |  |                                         |  |                                        
|-------------------------------------------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------
|2006:                                                                                  |  | For the Three MonthsEnded September 30, |  | For the Nine Months Ended September 30,
|Weighted average number of common shares outstanding  basic                           |  | 17,340,065                              |  | 17,193,204                             
|                                                                                       |  |                                         |  |                                        
|Weighted average number of common and common equivalent shares outstanding  dilutive* |  | 17,340,065                              |  | 17,193,204                             
|                                                                                       |  |                                         |  |                                        
|                                                                                       |  |                                        
|2005:                                                                                  |  | For the Three MonthsEnded September 30, |  | For the Six Months Ended September 30, 
|Weighted average number of common shares outstanding  basic                           |  | 13,599,552                              |  | 11,909,830                             
|                                                                                       |  |                                         |  |                                        
|Weighted average number of common and common equivalent shares outstanding  dilutive* |  | 13,599,552                              |  | 11,909,830                             
|                                                                                       |  |                                         |  |                                        

---

|* | Since the effects of the stock options, warrants, and Convertible Notes are anti-dilutive for the three and nine months ended September 30, 2006, and 2005, these effects
representing 1,321 and 28,973 and 136,353 and 260,742 common shares, respectively, have not been included in the calculation of dilutive earnings per share.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. INDEBTEDNESS

Our borrowings consist of the following:



|                                                                                                                                                                                                                                     |  |                   |            |   |                  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                                                                                     |  | September 30,2006 |            |   | December 31,2005 |  
|Revolving Credit, Term Loan and Security Agreement (collectively the Debt Agreement)                                                                                                                                               |  | $                 |           |   |                  | $ | 4,454,388  |  
|6% subordinated promissory note due to former stockholder of TeleManagement Services (TMS); interest at default rate of
10% per year. Principal and interest payments restricted per subordination agreement to the Debt Agreement |  |                   |           |   |                  |   | 352,334    |  
|Subordinated unsecured promissory note payable to related party                                                                                                                                                                      |  |                   | 2,000,000  |   |                  |   |           |  
|Deferred Financing                                                                                                                                                                                                                   |  |                   | 45,819     |   |                  |   | 30,643     |  
|Capital leases payable in monthly installments through May 2010                                                                                                                                                                      |  |                   | 785,567    |   |                  |   | 1,060,791  |  
|                                                                                                                                                                                                                                     |  |                   |            |   |                  |   |            |  
|                                                                                                                                                                                                                                     |  |                   | 2,831,386  |   |                  |   | 5,898,156  |  
|Less: current portion                                                                                                                                                                                                                |  |                   | (2,467,255 | ) |                  |   | (5,228,715 | )
|                                                                                                                                                                                                                                     |  |                   |            |   |                  |   |            |  
|                                                                                                                                                                                                                                     |  | $                 | 364,131    |   |                  | $ | 669,441    |  
|                                                                                                                                                                                                                                     |  |                   |            |   |                  |   |            |  

We paid cash of approximately $843,042 and $598,711 for interest on our borrowings for the nine
months ended September 30, 2006 and 2005, respectively. Additional information regarding our long-term debt structure can be found in our 2005 Annual Report on Form 10-K, filed with the SEC on April 17, 2006.

On May 24, 2006, we entered into a $2.0 million subordinated unsecured promissory note agreement (the Note) with Charles Weil, a member
of our board of directors and one of our stockholders. The Note has a constant maturity of four months which requires us to issue a warrant to purchase 200,000 shares of our common stock for each four month period the Note remains unpaid. The
warrants are fully vested upon issuance and have an exercise price of $0.01 per share and a term of ten years.

We have estimated the fair
value of the warrants issued to date to be $84,000 using a Black-Scholes pricing model, which has been recorded as loan origination fees, and is being amortized to interest expense over the four month period. The proceeds of the Note were used to
repay an Overadvance with CapitalSource, LLC (Capital Source) and to fund continuing operations.

At our June 20, 2006,
Board of Directors (the Board) meeting, our Board approved the asset purchase agreement dated June 20, 2006, (the Asset Purchase Agreement), to sell all or substantially all the assets of TMS, pursuant to a majority
consent from our outstanding stockholders. Following receipt of consents from a majority of our stockholders, we completed the sale of substantially all the assets of TMS for cash of $10.5 million on August 3, 2006, less $0.4 million for the
settlement of a subordinated note with the former stockholder of TeleManagement Services, accrued interest and a $0.8 million holdback for the working capital settlement in 90 days, as defined in the Asset Purchase Agreement. The remaining $5.3
million was used to pay Capital Source all amounts due under the terms of the Debt Agreement, including a $1.0 million early termination fee classified within interest expense and to obtain releases for restrictions on our lockbox systems and
Merrill Lynch account. The remaining portion will be used to fund continuing operations and to fund our growth.



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6. CONVERTIBLE NOTES

In conjunction with our Debt Agreement, on July 15, 2003 (the Effective Date), we completed a private placement of $2.1 million of Convertible Notes and warrants (Convertible Notes I) to
purchase up to 1.05 million shares of our common stock that were sold to accredited investors. The proceeds of the Convertible Notes I were used to fund working capital and operations. The Convertible Notes I have a 39 month term, bearing
interest at a rate of 5% and are convertible after one year from the Effective Date of the Convertible Notes I into our common stock at $1.00 per share. The warrants have an exercise price of $0.01 per share, a term of ten years, and are exercisable
commencing July 15, 2004. Interest on the Convertible Notes I is paid quarterly, provided we are in compliance with the covenants of our Debt Agreement. Principal is payable on the earliest of the 39 month term or a Change of Control (as
defined); in either case, only after (i) all amounts due under our Debt Agreement have been paid or (ii) Capital Source has consented to the payment. As of the year ended December 31, 2005, warrants related to Convertible Notes I were
exercised to purchase 975,000 shares of Common Stock, for cash proceeds of $9,750 with 75,000 shares of common stock remain to be exercised. No warrants were exercised in 2006.

On August 24, 2004, we filed a registration statement on Form S-3 to permit a public offering and sale of shares of common stock into which the
Convertible Notes I are convertible, and of the shares of common stock issueable upon exercise of the warrants. The registration statement was declared effective on September 7, 2004.

We have recorded a debt discount of approximately $1,281,000 consisting of the intrinsic value of the beneficial conversion option of $441,000 and the
portion of the proceeds allocated to the warrants of $840,000, using the Black-Scholes option pricing model, based on the relative fair values of the warrants and the Convertible Notes I. The debt discount is being amortized over the contractual
life of the Convertible Notes I as additional interest expense using the effective interest method (Note 10).

At September 30, 2006
and December 31, 2005, the balance of our debt discounts associated with our $5.75 million Convertible Notes is approximately $0.54 million and $1.1 million, respectively. We accreted approximately $0.6 million and $0.5 million of the debt
discount as interest expense for the three and nine month period ended September 30, 2006 and 2005, respectively. Additional information regarding our Convertible Notes can be found in our 2005 Annual Report on Form 10-K, filed with the SEC on
April 17, 2006.

7. INCOME TAXES

The effective tax rate used by us for the nine month periods ended September 30, 2006 and 2005 differs from the federal statutory rate primarily due to the valuation allowance recorded in connection with the Companys deferred tax
assets.

8. DISCONTINUED OPERATIONS

In
accordance with SFAS 144, Accounting for the Impairment or Disposal of Long Lived Assets, we have reclassified as discontinued operations, the operations of our TMS Professional Markets Group (TMS), a provider of highly professional
pharmaceutical marketing services in a variety of therapeutic categories, which was sold on August 3, 2006 for $10.5 million less $0.4 million for the settlement of a subordinated note with the former stockholder of TeleManagement Services,
accrued interest and a $0.8 million holdback for the working capital settlement in 90 days, as defined in the Asset Purchase Agreement. We realized a net gain, including operations through July 31, 2006, of $8.2 million on the disposal of the
segment, net of income tax expense and expenses incurred in connection with the transaction during the period ended September 30, 2006.



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##### Table of Contents

In addition to the classification of the gain on the disposal of the segment as discontinued operations,
we reclassified the income (loss) from the operations of the segments, net of the related income tax (benefit) expense, for the period from January 1, 2006 until the date of the transaction and for the nine months ended September 30, 2006
and the three and nine month period ended September 30, 2005 to discontinued operations in the accompanying statements of income. Revenues and statement of income for TMS were:



|                        |  |                                         |  |                                        |  |           |   |  |           
|----------------------- |  | --------------------------------------- |  | -------------------------------------- |  | --------- | - |  | ----------
|                        |  | For the three months endedSeptember 30, |  | For the nine months endedSeptember 30,
|                        |  | 2006                                    |  | 2005                                   |  | 2006      |   |  | 2005      
|Revenues                |  | $1,184,763                              |  | $4,536,017                             |  | 8,617,564 |   |  | 14,357,411
|Operating income (loss) |  | 97,295                                  |  | 218,430                                |  | (315,512  | ) |  | 2,135,926 
|Net income per share    |  | $0.01                                   |  | $0.16                                  |  | $(0.00    | ) |  | $0.18     

The TMS assets and liabilities as of July 31, 2006 were as follows:



|                         |  |   |          
|------------------------ |  | - | ---------
|Cash                     |  | $ | 860,682  
|Accounts receivable, net |  | $ | 3,303,986
|Prepaid expenses         |  | $ | 101,974  
|Property and equipment   |  | $ | 1,062,757
|Other assets             |  | $ | 46,177   
|                         |  |   |          
|Total assets             |  | $ | 5,375,576
|                         |  |   |          
|Accounts payable         |  | $ | 1,888,103
|Accrued expenses         |  | $ | 407,078  
|Other liabilities        |  | $ | 789,435  
|                         |  |   |          
|Total liabilities        |  | $ | 3,084,616
|                         |  |   |          

9. SEGMENTS

Our reportable segments are strategic business units that offer similar products and services out of different geographical regions.

Our reportable segments are as follows:



| |  |  | Domestic Segmentprovides business process and sales outsourcing within the United States.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | International Segmentprovides business process and sales outsourcing outside of the United States.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Other Segmentprovides medical education business marketing services.
| | - |  | ---------------------------------------------------------------------

We evaluate the performance of our segments and allocate resources based on gross margin, earnings before interest, taxes, depreciation and amortization (EBITDA) and net income (loss). The tables below
present information about our reportable segments for our continuing operations used by our chief operating decision-maker as of and for the three and nine months ended September 30, 2006 and 2005.



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|                                      |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|------------------------------------- |  | ---- |  | -------- | ---------- | - | ------------- | - | --------- | ----- |  | - | ------------- | - |  | -------------- | ---------- | - | ----- | - | ---------- | - |  | - | ---------- | -
|                                      |  |      |  | Domestic |            |   | International |   |           | Other |  |   | Segment Total |   |  | Reconciliation |            |   | Total |  
|Revenues                              |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|Three months ended                    |  | 2006 |  | $        | 5,948,152  |   |               | $ | 1,457,204 |       |  | $ | 750,665       |   |  | $              | 8,156,021  |   |       | $ |           |   |  | $ | 8,156,021  |  
|                                      |  | 2005 |  |          | 3,237,949  |   |               |   | 28,695    |       |  |   | 652,552       |   |  |                | 3,919,196  |   |       |   |           |   |  |   | 3,919,196  |  
|Nine months ended                     |  | 2006 |  |          | 15,972,335 |   |               |   | 3,272,580 |       |  |   | 1,223,620     |   |  |                | 20,468,535 |   |       |   |           |   |  |   | 20,468,535 |  
|                                      |  | 2005 |  |          | 10,091,884 |   |               |   | 28,695    |       |  |   | 3,863,242     |   |  |                | 13,983,821 |   |       |   |           |   |  |   | 13,983,821 |  
|                                      |  |      |  |          |            |   |              
|Gross profit                          |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|Three months ended                    |  | 2006 |  |          | 2,135,035  |   |               |   | 891,445   |       |  |   | 153,621       |   |  |                | 3,180,101  |   |       |   |           |   |  |   | 3,180,101  |  
|                                      |  | 2005 |  |          | 883,144    |   |               |   | 25,718    |       |  |   | 243,201       |   |  |                | 1,152,063  |   |       |   |           |   |  |   | 1,152,063  |  
|Nine months ended                     |  | 2006 |  |          | 5,593,950  |   |               |   | 2,011,143 |       |  |   | 430,298       |   |  |                | 8,035,391  |   |       |   |           |   |  |   | 8,035,391  |  
|                                      |  | 2005 |  |          | 3,309,648  |   |               |   | 25,718    |       |  |   | 1,056,079     |   |  |                | 4,391,445  |   |       |   |           |   |  |   | 4,391,445  |  
|                                      |  |      |  |          |            |   |              
|Operating (loss) income               |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|Three months ended                    |  | 2006 |  |          | 205,696    |   |               |   | 307,067   |       |  |   | 382           |   |  |                | 513,145    |   |       |   | (673,680   | ) |  |   | (160,535   | )
|                                      |  | 2005 |  |          | (1,196,411 | ) |               |   | (170,113  | )     |  |   | (195,714      | ) |  |                | (1,562,238 | ) |       |   | (489,847   | ) |  |   | (2,052,085 | )
|Nine months ended                     |  | 2006 |  |          | (607,014   | ) |               |   | 598,159   |       |  |   | (139,140      | ) |  |                | (147,995   | ) |       |   | (1,903,879 | ) |  |   | (2,051,874 | )
|                                      |  | 2005 |  |          | (2,689,726 | ) |               |   | (269,192  | )     |  |   | (293,774      | ) |  |                | (3,252,692 | ) |       |   | (1,773,230 | ) |  |   | (5,025,922 | )
|                                      |  |      |  |          |            |   |              
|EBITDA(1)                             |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|Three months ended                    |  | 2006 |  |          | 334,524    |   |               |   | 423,346   |       |  |   | 10,256        |   |  |                | 768,126    |   |       |   | (668,573   | ) |  |   | 99,553     |  
|                                      |  | 2005 |  |          | (1,005,610 | ) |               |   | (128,033  | )     |  |   | (184,707      | ) |  |                | (1,318,350 | ) |       |   | (485,031   | ) |  |   | (1,803,381 | )
|Nine months ended                     |  | 2006 |  |          | (155,340   | ) |               |   | 923,120   |       |  |   | (109,518      | ) |  |                | 658,262    |   |       |   | (1,888,573 | ) |  |   | (1,230,311 | )
|                                      |  | 2005 |  |          | (2,134,421 | ) |               |   | (226,274  | )     |  |   | (269,344      | ) |  |                | (2,630,039 | ) |       |   | (1,759,982 | ) |  |   | (4,390,021 | )
|                                      |  |      |  |          |            |   |              
|Depreciation and amortization expense |  |      |  |          |            |   |               |   |           |       |  |   |               |   |  |                |            |   |       |   |            |   |  |   |            |  
|Three months ended                    |  | 2006 |  |          | 128,828    |   |               |   | 116,279   |       |  |   | 9,874         |   |  |                | 254,981    |   |       |   | 5,107      |   |  |   | 260,088    |  
|                                      |  | 2005 |  |          | 190,801    |   |               |   | 42,080    |       |  |   | 11,007        |   |  |                | 243,888    |   |       |   | 4,816      |   |  |   | 248,704    |  
|Nine months ended                     |  | 2006 |  |          | 451,672    |   |               |   | 324,961   |       |  |   | 29,622        |   |  |                | 806,255    |   |       |   | 15,308     |   |  |   | 821,563    |  
|                                      |  | 2005 |  |          | 555,305    |   |               |   | 42,918    |       |  |   | 24,430        |   |  |                | 622,653    |   |       |   | 13,248     |   |  |   | 635,901    |  

---

|(1) | Our Chief Operating decision maker believes that earnings before interest, income taxes, depreciation and amortization (EBITDA) is a useful financial metric to assess our operating
performance before the impact of investing and financing transactions and income taxes. It also facilitates comparison between us and our competitors. We believe that EBITDA will provide investors with a useful tool for assessing the comparability
between periods because it eliminates depreciation and amortization expense attributable to capital expenditures. The use of EBITDA has certain limitations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our presentation of EBITDA may be different from the presentation used by other companies and therefore comparability may be limited. Depreciation expense for various long-term assets, interest expense, income taxes
and other items have been and will be incurred and are not reflected in the presentation of EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, EBITDA does not consider capital expenditures
and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by providing the relevant disclosure of our depreciation, interest and income tax expense, capital expenditures and other
items both in our reconciliations to the GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance. The term EBITDA is not defined under accounting principles generally
accepted in the United States, or U.S. GAAP, and EBITDA is not a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP.



10



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When assessing our operating performance, you should not consider this data in isolation, or as a
substitute for, our net loss, loss from operations or any other operating performance measure that is calculated in accordance with U.S. GAAP. In addition, our EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other
companies since such other companies may not calculate EBITDA in the same manner as we do. A reconciliation of net loss, the most directly comparable U.S. GAAP measure, to EBITDA for each of the respective periods indicated is as follows:



|                                      |  |      |            |   |      |   |            |  
|------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|Three Months Ended September 30,      |  | 2006 |            |   | 2005 |  
|Net income (loss)                     |  | $    | 6,412,189  |   |      | $ | (2,756,666 | )
|Interest expense, net                 |  |      | 1,807,116  |   |      |   | 475,372    |  
|Other income                          |  |      | (84,421    | ) |      |   | (299,780   | )
|Depreciation and amortization expense |  |      | 260,088    |   |      |   | 248,704    |  
|Discontinued operations               |  |      | (8,295,419 | ) |      |   | (211,011   | )
|Deemed dividend                       |  |      |            |   |      |   | 740,000    |  
|                                      |  |      |            |   |      |   |            |  
|EBITDA                                |  | $    | 99,553     |   |      | $ | (1,803,381 | )
|                                      |  |     
|Nine Months September June 30,        |  | 2006 |            |   | 2005 |  
|Net income (loss)                     |  | $    | 3,567,929  |   |      | $ | (4,016,999 | )
|Interest expense, net                 |  |      | 2,783,244  |   |      |   | 1,292,415  |  
|Other income                          |  |      | (531,689   | ) |      |   | (924,560   | )
|Depreciation and amortization expense |  |      | 821,563    |   |      |   | 635,901    |  
|Discontinued operations               |  |      | (7,871,358 | ) |      |   | (2,116,778 | )
|Deemed dividend                       |  |      |            |   |      |   | 740,000    |  
|                                      |  |      |            |   |      |   |            |  
|EBITDA                                |  | $    | (1,230,311 | ) |      | $ | (4,390,021 | )

10. SUBSEQUENT EVENT

On October 13, 2006 (the Amendment Date), we amended our 5% Convertible Promissory Note, dated July 15, 2003 (the Amendment). The Amendment changed (a) the original maturity date
of the 5% Convertible Promissory Note dated July 15, 2003 (Convertible Note I) from October 15, 2006 to October 1, 2009, and (b) the conversion rate from one (1) share of Company common stock, par value $0.01
(the Common Stock) per dollar invested, to two (2) shares of Common Stock per dollar invested. Prior to the Amendment Date, we contacted the Holders of Convertible Note I (the Holders) and offered each, the following
options: (a) to convert their Convertible Note I to shares of our common stock, par value $0.01, (b) to receive a payout of principal and any accrued and unpaid interest as set forth in Convertible Note I, or (c) to reinvest their
Convertible Note I with us in return for the additional consideration set forth in the Amendment. Approximately $1.985 million of the Holders agreed to reinvest in the Company. The sale of the underlying shares associated with the Amendment was
exempt from registration under the Securities Act of 1933 as a private offering to accredited investors under Section 4(2) of the Securities Act.

The Amended Convertible Note I (Convertible I) matures the earlier of (a) October 1, 2009 or (b) a change of control. The Holder of the amended notes may convert all or any part of the
principal amount of the Convertible I, and any accrued and unpaid interest thereon, into our common stock, at any time after the Amendment Date and until all principal and accrued interest thereon is paid in full, at a conversion price equal to
$0.50 per share, as adjusted as provided herein, such that the holder of the Convertible I shall be entitled to receive upon conversion of all or any part of the Convertible I, that number of shares equal to the principal outstanding (and any
accrued and unpaid interest thereon) divided by the conversion price.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure
Concerning Forward-Looking Statements

In December 1995, the Private Securities Litigation Reform Act of 1995 (the Reform
Act) was enacted by the United States Congress. The Reform Act, as amended, contains certain amendments to the Securities Act of 1933 and the Securities Exchange Act of 1934. These amendments provide protection from liability in private
lawsuits for forward-looking statements made by public companies. We choose to take advantage of the safe harbor provisions of the Reform Act.

This Quarterly Report on Form 10-Q contains both historical information and other information. While we have specifically identified certain information as being forward-looking in the context of its presentation, we
caution the reader that, with the exception of information that is clearly historical, all the information contained in this Quarterly Report on Form 10-Q should be considered to be forward-looking statements as referred to in the Reform
Act. Without limitation, when we use the words believe, estimate, plan, expect, intend, anticipate, continue, project, probably,
should, will and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.

Forward-looking information involves risks and uncertainties. This information is based on various factors and assumptions about future events that may
or may not actually come true. As a result, our operations and financial results in the future could differ substantially from those we have discussed in the forward-looking statements in this Quarterly Report and other documents that have been
filed or furnished with the Securities and Exchange Commission. In particular, various economic and competitive factors, including those outside our control, such as the following, could cause our actual results during the remainder of fiscal 2006
and in future years to differ materially from those expressed in any forward-looking statement made in this Quarterly Report on Form 10-Q:



| |  |  | The availability and adequacy of our cash flow to meet Company requirements, including payment of loans;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Our ability to continue as a going concern;
| | - |  | -------------------------------------------



| |  |  | Competition from other third-party providers and those of our clients and prospects who may decide to do the work that we do in-house;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Industry consolidation which reduces the number of clients that we are able to serve;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Our dependence on the continuation of the trend toward outsourcing;
| | - |  | -------------------------------------------------------------------



| |  |  | Dependence on the industries we serve;
| | - |  | --------------------------------------



| |  |  | Our ability and our clients ability to comply with state, federal and industry regulations;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Reliance on a limited number of major clients;
| | - |  | ----------------------------------------------



| |  |  | The effects of possible contract cancellations;
| | - |  | -----------------------------------------------



| |  |  | Reliance on technology;
| | - |  | -----------------------



| |  |  | Reliance on key personnel and recent changes in management;
| | - |  | -----------------------------------------------------------



| |  |  | Reliance on our labor force;
| | - |  | ----------------------------



| |  |  | The possible impact of terrorist activity or attacks, war and other international conflicts, and a downturn in the US economy;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | The effects of an interruption of our business;
| | - |  | -----------------------------------------------



| |  |  | The volatility of our stock price;
| | - |  | ----------------------------------



| |  |  | Risks associated with our stock trading on the OTC Bulletin Board;
| | - |  | ------------------------------------------------------------------



| |  |  | Our inability to successfully operate our communication center in the Philippines; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Our inability to successfully operate the Company after the sale of all or substantially all the assets of the Companys TMS Professional Markets Group division.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, under the heading Critical Accounting Policies in the Managements Discussion and
Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K, we describe various estimates and assumptions we make that affect the reported amounts of assets, liabilities, sales and expenses as well as
the disclosure of contingent assets and liabilities. Future revisions to these estimates and assumptions may cause these amounts, when reported, to differ materially from those expressed in any forward-looking statement made in this Quarterly Report
on Form 10-Q. All subsequent written and oral forward-looking statements attributable to Access Worldwide Communications, Inc. and our subsidiaries are expressly qualified in their entirety by the foregoing factors.

Results of Operations

Overview

We provide a variety of sales, education and customer service programs to clients in the pharmaceutical, telecommunications, financial services and media
industries and have historically reported under the Pharmaceutical and Business Services segments. On August 3, 2006, we completed a strategic transaction which resulted in the sale of our TMS Professional Markets Group. Subsequent to the
transaction, we are a company focused primarily on Business Process and Sales Outsourcing (BPO) and therefore have changed our reporting segments to Domestic and International geographical segments.



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##### Table of Contents

Overall

The following is a tabular presentation of our revenue, gross profit and SG&A by operating segment for the three and nine months ended September 30, 2006 and 2005.



|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|------------------ |  | ------------------------------- | --- | ------------------------------ | - | ---- |  | ---- | ---- |  | - | ----
|                   |  | Three Months EndedSeptember 30, |     | Nine Months EndedSeptember 30,
|(in millions)      |  | 2006                            |     | 2005                           |   | 2006 |  | 2005
|Revenue            |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Domestic           |  | $                               | 5.9 |                                | $ | 3.2  |  | $    | 16.0 |  | $ | 10.1
|International      |  |                                 | 1.5 |                                |   | 0.0  |  |      | 3.3  |  |   | 0.0 
|Other              |  |                                 | 0.8 |                                |   | 0.7  |  |      | 1.2  |  |   | 3.9 
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Total Revenue      |  | $                               | 8.2 |                                | $ | 3.9  |  | $    | 20.5 |  | $ | 14.0
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Gross Profit       |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Domestic           |  | $                               | 2.1 |                                | $ | 0.9  |  | $    | 5.6  |  | $ | 3.3 
|International      |  |                                 | 0.9 |                                |   | 0.0  |  |      | 2.0  |  |   | 0.0 
|Other              |  |                                 | 0.2 |                                |   | 0.3  |  |      | 0.4  |  |   | 1.1 
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Total Gross Profit |  | $                               | 3.2 |                                | $ | 1.2  |  | $    | 8.0  |  | $ | 4.4 
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|SG&A               |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Domestic           |  | $                               | 1.9 |                                | $ | 2.1  |  | $    | 6.2  |  | $ | 6.0 
|International      |  |                                 | 0.6 |                                |   | 0.2  |  |      | 1.4  |  |   | 0.3 
|Other              |  |                                 | 0.9 |                                |   | 0.9  |  |      | 2.5  |  |   | 3.1 
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     
|Total SG&A         |  | $                               | 3.4 |                                | $ | 3.2  |  | $    | 10.1 |  | $ | 9.4 
|                   |  |                                 |     |                                |   |      |  |      |      |  |   |     

Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005

Domestic Services

Revenues for
the Domestic Services (Domestic) Segment increased 84% in the three months ended September 30, 2006 compared to the three months ended September 30, 2005. The increase is attributed to the following: a) production hours
from a new client retained in 2006, and b) increased production hours performed for two of our existing clients.

Gross profit as a
percentage of revenues for the Domestic Segment for the three months ended September 30, 2006 increased to 35.6%, compared to 28.1% for the three months ended September 30, 2005. The increase was primarily attributed to increased revenues,
increased productivity and improved performance goals on several of our programs.

Selling, general and administrative expenses as a
percentage of revenues for the Domestic Segment decreased to 32.2% for the three months ended September 30, 2006, compared to 65.6% for the three months ended September 30, 2005. The decrease was primarily attributed to the increase in
revenues and offset by the increased cost to reopen and run the Maryland communication center.

International Services

Revenues for the International Services (International) segment increased 100% for the three months ended September 30, 2006 compared to
the three months ended September 30, 2005. The increase is attributed to three full months of production hours from our International segment which opened for business during the last week of September 2005.

Gross profit as a percentage of revenues for the International segment increased to 60% for the three months ended September 30, 2006, from 0% for
the three months ended September 30, 2005. The increase was primarily attributed to our communication center being fully operational in 2006.

Selling, general and administrative expenses as a percentage of revenues for the International Segment increased to 40% for the three months ended September 30, 2006 compared to 0% for the three months ended September 30, 2005.
The increase is attributed to costs incurred to run a fully functional communication center as opposed to costs incurred prior to getting the communication center up and running.



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##### Table of Contents

Interest Expense

Our net interest expense increased to $1.8 million for the three months ended September 30, 2006, compared to $0.5 million for the three months ended September 30, 2005. The increase was primarily due to a
$1.0 million early termination fee paid to Capital Source and the write- off of the remaining loan origination fees of approximately $357,000.

Nine
Months Ended September 30, 2006 Compared to Six Months Ended September 30, 2005

Domestic Services

Revenues for the Domestic Segment increased 60% in the nine months ended September 30, 2006, compared to the nine months ended September 30,
2005. The increase is related to the reopening of our Maryland communication center due to a new client retained in 2006 and increased production hours performed for two of our existing clients.

Gross profit as a percentage of revenues for the Domestic Segment for the nine months ended September 30, 2006 increased to 35%, compared to 33% for
the nine months ended September 30, 2005. The increase was primarily attributed to increased revenues, increased productivity and improved performance goals on several of our programs.

Selling, general and administrative expenses as a percentage of revenues for the Domestic Segment decreased to 38.8% for the nine months ended
September 30, 2006, compared to 60% for the nine months ended September 30, 2005. The decrease is primarily attributed to the increase in revenues and offset by the increased cost to reopen and run the Maryland communication center.
Management is continuing to monitor cost closely.

International Services

Revenues for the International Segment increased 100% in the nine months ended September 30, 2006, compared to the nine months ended
September 30, 2005. The increase is attributed to nine full months of production hours from our International segment which opened for business during the last week of September 2005.

Gross profit as a percentage of revenues for the International Segment increased to 60.6% for the nine months ended September 30, 2006, from 0% for
the nine months ended September 30, 2005. The increase was primarily attributed to the communication center being open for nine months in 2006.

Selling, general and administrative expenses as a percentage of revenues for the International Segment decreased 42.4% for the nine months ended September 30, 2006, compared to 0% the nine months ended
September 30, 2005. The increase was primarily attributed to the center being open for nine months in 2006.

Interest Expense

Our net interest expense increased to $2.8 million for the nine months ended September 30, 2006, compared to $1.3 million for the nine months ended
September 30, 2005. The increase was primarily due to a $1.0 million early termination fee paid to Capital Source and the write-off of the remaining loan origination fees of approximately $357,000.

Liquidity and Capital Resources

At
September 30, 2006 and December 31, 2005, we had working capital of $2.9 million and $(4.1) million, respectively. Cash and cash equivalents were $4.0 million at September 30, 2006, compared to $1.8 million at December 31,
2005.

Net cash used in operating activities during the nine months ended September 30, 2006 was $5.8 million, compared to $3.6
million during the nine months ended September 30, 2006. The net increase was primarily attributed to a decrease in accounts payable, deferred revenues, and a decrease in accounts receivables and unbilled receivables.

Net cash provided by investing activities during the nine months ended September 30, 2006 was $9.7 million, compared to $2.9 million in net cash
used in investing activities during the nine months ended September 30, 2005. The increase is primarily attributed to the net proceeds received from the sale of all or substantially all the assets of our TMS Professional Markets Group division,
and the decrease in restricted cash.

Net cash used in financing activities was $1.7 million for the nine months ended September 30,
2006, compared to net cash provided by financing activities of $4.6 million for the nine months ended September 20, 2005. The decrease was primarily attributed to the repayment of all amounts due under our Debt Agreement, repayment of our
subordinated promissory note to a former stockholder of TeleManagement Services set by borrowing under subordinated unsecured promissory notes.



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##### Table of Contents

Credit Facility and Debt Agreement

On May 24, 2006, we entered into a $2.0 million subordinated unsecured promissory note agreement (the Note) with Charles Weil, a member
of our board of directors and one of our major shareholders. The Note has a constant maturity of four months which requires us to issue a warrant to purchase 200,000 shares of our common stock for each four month period the Note remains outstanding.
The warrants are fully vested upon issuance and have an exercise price of $0.01 per share and a term of ten years.

We have estimated the
fair value of the warrants issued to date to be $84,000 using a Black-Scholes pricing model, which have been recorded as loan origination fees, and are being amortized to interest expense over the four month period. The proceeds of the Note were
used to repay an Overadvance with Capital Source and to fund continuing operations.

On June 20, 2006, the Board of Directors (the
Board) approved the asset purchase agreement of the same date (the Asset Purchase Agreement), to sell all or substantially all the assets of TMS, pursuant to a majority consent from our outstanding shareholders (the
Asset Sale). On July 31, 2006, we received Shareholder Approval from a majority of our shareholders and on August 3, 2006, we completed the Asset Sale for cash proceeds of $10.5 million, less $0.4 million for the settlement of
a subordinated promissory note with a former stockholder of TeleManagement Services, and a $0.8 million holdback for the working capital settlement in 90 days, as defined in the Asset Purchase Agreement. The remaining $5.3 million was used to pay
Capital Source all amounts due under the terms of the Debt Agreement, including a $1.0 million early termination fee, and to obtain releases for restrictions on our lockbox systems and Merrill Lynch account. The remaining portion will be used to
fund continuing operations.

We expect to meet our short-term liquidity requirements through net cash provided by operations, net proceeds
remaining from the Asset Sale, and our cash and cash equivalents. We believe that these sources of cash will be sufficient to meet our operating needs and planned capital expenditures for at least the next twelve months.

Contractual Obligations and Off Balance Sheet Arrangements

The following is a chart of our approximate contractual cash payment obligations, which have been aggregated to facilitate a basic understanding of our liquidity as of September 30, 2006:



|                              |  |                        |            |        |   |           |  |         |           |               |   |         |  |   |  
|----------------------------- |  | ---------------------- | ---------- | ------ | - | --------- |  | ------- | --------- | ------------- | - | ------- |  | - | -
|                              |  | Payments Due by Period
|                              |  | Total                  |            | 1 year |   | 2-4 years |  | 5 years |           | After 5 years
|Long-term debt                |  | $                      | 2,000,000  |        | $ | 2,000,000 |  | $       |          |               | $ |        |  | $ | 
|Convertible debt              |  |                        | 5,750,000  |        |   | 2,100,000 |  |         | 3,650,000 |               |   |        |  |   | 
|Capital lease obligations     |  |                        | 786,000    |        |   | 422,000   |  |         | 364,000   |               |   |        |  |   | 
|Operating leases              |  |                        | 6,927,000  |        |   | 2,503,000 |  |         | 3,851,000 |               |   | 573,000 |  |   | 
|Insurance Financing           |  |                        | 84,000     |        |   | 84,000    |  |         |          |               |   |        |  |   | 
|                              |  |                        |            |        |   |           |  |         |           |               |   |         |  |   |  
|Total contractual obligations |  | $                      | 15,547,000 |        | $ | 7,109,000 |  | $       | 7,865,000 |               | $ | 573,000 |  | $ | 
|                              |  |                        |            |        |   |           |  |         |           |               |   |         |  |   |  

We have no off-balance sheet arrangements. The debt and lease obligations in the table above do
not include accrued interest.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for recording, processing and summarizing the information we are required to disclose in the reports we file
under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their
nature can provide only reasonable assurance regarding managements control objectives. There has been no change in our internal control over financial reporting during the quarter ended September 30, 2006, identified in connection with
the evaluation referred to above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART IIOTHER INFORMATION

ITEM 1A. RISK FACTORS

During the period covered by this Report, there have been no material changes
from the Companys risk factors as previously disclosed in the Companys Form 10-K for the year ended December 31, 2005.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On or about July 28, 2006, we
solicited the stockholders for the purpose of acquiring their written consent to approve the sale of all or substantially all of the assets of Telemanagement Services, Inc. (Telemanagement Services) d/b/a TMS Professional Markets Group,
a division and wholly owned subsidiary of the Company (the Asset Sale) to TMS Professional Markets Group, LLC, a Delaware limited liability company, pursuant to that certain Asset Purchase Agreement, dated as of June 22, 2006 (the
Asset Purchase Agreement). The close of business on June 22, 2006 was fixed by the Board as the record date for the determination of stockholders entitled to notice of, and to consent on the Asset Purchase Agreement and the Asset
Sale.

In order for the Asset Sale to become effective, we had to receive not less than the minimum number of votes necessary to approve
the sale of all or substantially all the assets of Telemanagement Services at a meeting at which all stockholders having a right to vote thereon were present and voted having duly consented in writing to the aforementioned sale.

On July 31, 2006, we received stockholder approval with 10,530,882 votes cast for this matter, representing 60.73% of the outstanding shares
eligible to vote. There were no votes cast against nor votes cast to abstain.

ITEM 6. EXHIBITS



|            |  |                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                              
|10(jjjjj)   |  | Payoff Letter for the Revolving Credit, Term Loan and Security Agreement dated as of June 10, 2003, by and among Access Worldwide Communications, Inc., and its subsidiaries, the Lenders party
thereto and CapitalSource Finance, LLC, as agents for the Lenders (as amended, supplemented or otherwise modified to date), dated August 3, 2006.
|            | 
|10(kkkkk)   |  | Acknowledgment letter to the Securities and Exchange Commission dated September 27, 2006, from BDO Seidman, LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit
16.1 to the Companys 8-K filed September 28, 2006).                                                                                             
|            | 
|10(lllll)   |  | First Amendment to the 5% Convertible Promissory Note, by and between Access Worldwide and the Holder, dated October 13, 2006 (incorporated by reference to Exhibit 99.1 to the Companys
8-K filed on June 22, 2006).                                                                                                                           
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                              
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                              
|            | 
|32.1        |  | Section 1350 Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 
|            | 
|32.2        |  | Section 1350 Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 



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##### Table of Contents

SIGNATURES

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



|                        |  |  |  |     |  |                                       |  |                                                                                                                   
|----------------------- |  |  |  | --- |  | ------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|                        |  |  |  |     |  | ACCESS WORLDWIDE COMMUNICATIONS, INC.
|                        |  |  | 
|Date: November 14, 2006 |  |  |  | By: |  | /s/    SHAWKAT
RASLAN                
|                        |  |  |  |     |  |                                       |  | Shawkat Raslan, Chairman of the Board, President and Chief Executive Officer (principal executive officer)        
|                        |  |  | 
|Date: November 14, 2006 |  |  |  | By: |  | /s/    RICHARD A.
LYEW               
|                        |  |  |  |     |  |                                       |  | Richard A. Lyew, Executive Vice President and Chief Financial Officer (principal financial and accounting officer)



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                              
|10(jjjjj)   |  | Payoff Letter for the Revolving Credit, Term Loan and Security Agreement dated as of June 10, 2003, by and among Access Worldwide Communications, Inc., and its subsidiaries, the Lenders party
thereto and CapitalSource Finance, LLC, as agents for the Lenders (as amended, supplemented or otherwise modified to date), dated August 3, 2006.
|            | 
|10(kkkkk)   |  | Acknowledgment letter to the Securities and Exchange Commission dated September 27, 2006, from BDO Seidman, LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit
16.1 to the Companys 8-K filed September 28, 2006).                                                                                             
|            | 
|10(lllll)   |  | First Amendment to the 5% Convertible Promissory Note, by and between Access Worldwide and the Holder, dated October 13, 2006 (incorporated by reference to Exhibit 99.1 to the Companys
8-K filed on June 22, 2006).                                                                                                                           
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                              
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                              
|            | 
|32.1        |  | Section 1350 Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 
|            | 
|32.2        |  | Section 1350 Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 



18