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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2004

OR

For the transition period from                      to                     .

Commission file number 0-23489

ACCESS WORLDWIDE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code) (571) 438-6140

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

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

Common Stock, $0.01 par value

(Title of class)

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Act). Yes ¨ No x

As of June 30, 2004, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately $7,167,611.

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of March 15, 2005 was 10,841,719.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Registrant’s Proxy Statement to be filed with respect to the 2005 Annual Meeting of Stockholders and no later than April 30, 2005. Part IV incorporates by reference portions of previously filed reports.

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TABLE OF CONTENTS

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PART I

General

Established in 1983, Access Worldwide Communications, Inc. (“Access Worldwide,” “Access,” “we,” “our,” “us” or the “Company” refers to Access Worldwide and/or, as the context requires, one or more of our subsidiaries) is an outsourced marketing services company that provides a variety of sales, education and communication programs to clients in the medical, pharmaceutical, telecommunications, financial services, insurance and consumer products industries. As of December 31, 2004, we had, in addition to our offices in Boca Raton, Florida, that house our corporate headquarters and one of our communication centers, two offices in the Washington, D.C. metropolitan area, one office in New York City and another office in Augusta, Maine. We are in the process of entering into a lease agreement for a 350 seat communications center based in Manila, Philippines, which will provide us with an offshore presence. We provide services through the following two business segments:

We believe that our ability to provided specialized marketing programs supported by technological systems helps to differentiate us in the highly fragmented outsourced marketing services industry.

Industry Overview

The outsourced marketing services industry includes a variety of companies offering a range of communication services. Marketing companies include large advertising agencies, international and regional communication centers, boutique firms and multi-billion dollar national consulting conglomerates.

Pharmaceutical Marketing & Medical Education Industry

The health of the pharmaceutical marketing and medical education industry is driven by the well-being of pharmaceutical drug manufacturers. These companies are continually impacted by developments in science and technology, the Food & Drug Administration (“FDA”), and organizational changes, most notably, substantial mergers between leading manufacturers.

There are significant financial stakes in play when marketing a pharmaceutical product given the hefty price tag and risk for failure associated with the development of a medication. According to Pharmaceutical Industry Profile 2003 prepared by the Pharmaceutical Research and Manufacturers of America, a pharmaceutical trade association, the average cost to develop a new drug has grown from $138 million in 1975 to $802 million in 2000. Only 1 of 5,000 screened compounds is approved and only 3 out of 10 marketed drugs recoup their research and development investments. In addition, new drugs must undergo a lengthy development process that can span 10-15 years, according to the Tufts Center for the Study of Drug Development, an independent source of information on the efficiency and productivity of the drug industry.

The FDA has a significant impact on the pharmaceutical marketing and medical education industry given the FDA’s authority to approve medications for the public. In 2002, the FDA approved 26 new medicines with an average review time of 17.8 months.

Both the industry and manufacturers are also being influenced by the growing role of patients in the selection and usage of their medications. More people are walking into their doctors’ offices requesting a specific drug driven by information they gathered from Direct-to-Consumer (“DTC”) advertising such television commercials or magazine advertisements which totaled $3.3 billion in 2003. DTC ads can inform sufferers and their caregivers about available or new treatments and side effects and risks. They can also serve as a reminder to take or refill medications. The cost of non-compliance of following medical instructions is estimated to cost $210 billion a year in lost productivity and increased healthcare costs, and leads to more than 200,000 deaths, as reported in PharmaVoice, a magazine forum for pharmaceutical industry executives. As a result, the DTC industry has grown significantly and greater marketing programs directed to consumers are being developed.

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Due to the significant monetary investments, pharmaceutical companies spend substantial sums annually supporting their products with marketing and sales efforts that can include peer-to-peer meetings, symposia, third-party events and teleconferences. Pharmaceutical companies have relied for many years on third-party providers of promotional, marketing and educational conferencing services.

These expenditures reflect the trend of pharmaceutical companies to turn to third party marketing and communications organizations to provide integrated services, such as medical education, multilingual communications and pharmaceutical marketing. These integrated services offer a consistent presence, which can maximize the effectiveness of each client’s message, and better coordinate marketing activities.

At the same time, providers of promotional, marketing and educational services to such companies have broadened their means of communicating with target audiences from traditional mass communications to product detailing, peer-to-peer meetings, telecommunications, and various other forms of marketing, education and sales solutions.

Business Services Industry

As in the pharmaceutical marketing and medical education arena, the Business Services industry is large and has been impacted by government regulation and trade association guidelines.

According to the Direct Marketing Association (“DMA”), a trade association for users and suppliers in the marketing industries, total teleservices sales revenue is projected to grow 8.4% from 2001 to 2006. Telemarketing sales totaled $100.3 billion in 2002, up from $86.9 billion in 2000.

The size of the industries have attracted a large number of teleservices companies, resulting in an extremely fragmented industry with hundreds of companies offering communication center management, customer service, consulting, lead generation, fulfillment or database management services. In addition to U.S. companies, we also compete with international firms that have centers located overseas. While there are certain clients that prefer centers located in the United States that use multicultural residents to provide multilingual teleservices, there are other clients looking for the cost savings associated with overseas involvement. As a result of this off-shore demand, we are in the process of establishing a presence overseas and expect to have a fully functional communication center open for business during the second quarter of 2005.

With the growth of the industry has come the proposal and passage of new teleservices legislation, in particular, a national do-not-call list and the regulation of predictive dialers. The national do-not-call list enables consumers to add their telephone number to a national registry of people who have indicated that they are not interested in receiving telephone solicitations. Telemarketers are required to access the registry every quarter and may be fined $11,000 per violation. However, teleservices providers are allowed to contact consumers with whom they have an established business relationship for up to 18 months after the consumer’s last purchase, delivery or payment, even if the consumer’s telephone number is on the national do-not-call registry.

In addition, the FTC introduced regulations that oversee the use of predictive dialers, which is computerized dialing equipment that increases the number of calls that can be generated and completed from a communication center. This technology can sometimes generate unanswered or abandoned calls. The FTC requires that no more than three percent of calls that are answered by a person are abandoned, measured per day, per calling campaign, and that the consumer’s phone must ring a minimum of 15 seconds (approximately 4 rings) before hang up.

In addition, the teleservices industry has been impacted by the rising percentages of multilingual and multicultural markets in the U.S. This growth has created an increasing recognition among providers of goods and services of the fundamental need to “speak the language” of the customer as a means of effectively presenting a product and improving customer retention rates.

Our Services

Pharmaceutical Services Segment

Pharmaceutical Marketing

Access Worldwide’s TMS Professional Markets Group, situated in a 31,700 sq. ft., 350 seat communication center located in Boca Raton, Florida, delivers highly professional pharmaceutical marketing services in a variety of therapeutic categories. Through physician and pharmacy marketing, vacant territory management, and remote physician coverage programs we can increase our clients’ market share. Depending on client needs, we can provide seamless services or execute just one facet of a campaign in conjunction with our clients’ efforts.

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Direct-to-Consumer (“DTC”) Programs - Access Worldwide’s TMS Professional Markets Group delivers flexible, professional, and cost-effective Inbound and CRM solutions for virtually any direct-to-patient application, including:

We do all this by combining our experience, expertise and innovation to deliver powerful, ROI-driven solutions for today’s most innovative pharmaceutical marketers.

DTC Call Handling - While TMS Professional Markets Group offers the range of services usually associated with a traditional inbound partner, its healthcare focus means the client will benefit from the Company’s background, training and experience to maximize results. We have successfully implemented and managed highly complex programs with specialized calls from healthcare consumers, and stay actively involved in identifying and implementing program enhancements and improvements for our clients. Database management and reporting is all managed in-house to better customize and manage client needs.

Vacant Territory Management - Teleservices is a very cost effective and efficient way to solve vacant territory management problems without disrupting the regular activities of the field sales force or sales management. Whether a territory is vacant for one month or one year, we can provide the level of coverage that a client desires including account maintenance, product sampling, product detailing and new product launches.

Product Detailing - To facilitate a client’s work force to reach its entire target physician audience, we can provide the client with professional telesales that expands its coverage. Our physician telesales group provides professional product details, including sample fulfillment, with all contacts and shipments communicated to your territory sales representatives through electronic, hard copy or voice mail reporting. Through physician and pharmacy telemarketing, direct marketing, vacant territory management, and remote physician coverage programs we increase our clients’ market share. With Pharmacy Teledetailing, we play a critical role in detailing pharmacists on new products and new indications for existing products. Our teledriven pharmacy programs reach non-warehousing chain pharmacies, as well as regional chains, hospitals, nursing home providers and independent retail pharmacies. Our comprehensive autoship and autocheck program secures distribution in two- to four-times the number of pharmacies than traditional programs.

Physician & Pharmacist Profiling - No matter the information that you need, we can profile new physician and pharmacist targets by gathering names of key office and nursing personnel, best time and day for sales representatives’ visits, best location to visit the doctor’s office, hospital or clinic, and frequency of specific procedures performed.

Pharmacy Stocking - We can target the estimated 20,000 independent pharmacies located nationwide during the launch phase of new products with INSTOCK^™. The program begins with pharmaceutical databases that are updated daily and ranked by quintiles. Telemedical specialists call independent pharmacists to present and explain a client’s new product, new indication, or line extension. Incentives for immediately stocking the product are communicated and orders are captured. These orders are processed through the retailer’s regional wholesaler. Stocking incentives are fulfilled and rebate checks are issued. INSTOCK^™ pharmacy stocking programs can be completed within 15-20 business days.

Clinical Trials - We offer a wide range of clinical trial recruitment services. Our direct experience with recruitment screening has included several studies for disease states ranging from lung cancer to Parkinson’s disease. Our management team has additional experience in the clinical arena that includes trials for arthritis, genital herpes, breast cancer, diabetes, bi-polar disorder, influenza and emphysema. Depending on client needs, we can provide a variety of seamless services or execute just one facet of a clinical trial campaign in conjunction with the client’s efforts.

Medical Education

Access Worldwide, through its AM Medica Communications Group, is one of the medical education providers to Fortune 500 pharmaceutical companies. Our executive staff has played a key role in the prelaunch, launch, and postlaunch marketing of some of the industry’s most innovative and important new products. We work with the client to develop a strategy for educational programs that will support their marketing objectives, prelaunch and throughout the life of a product. Our creative and project staff implement those programs with scientific integrity and editorial clarity.

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Continuing medical education programs, lauded by physicians and accreditors, are produced by our Continuing Medical Education division. AM Medica’s multidisciplinary staff includes those with expertise in business and marketing, scientific publishing, multimedia production, art and graphic design, and meeting planning and management. Hence, our many successful programs include periodicals, monographs, journal supplements, slide presentations, videotapes, interactive programs, satellite teleconferences, web-based conferences and programs, and meetings of every shape and size.

Through our long-standing contacts, we provide clients with access to many medical associations, medical centers, and physician thought leaders. We provide complete coverage of the major medical congresses, access to the key opinion leaders, and a record of identifying and working in close alignment with our client’s needs.

The Range of Services - AM Medica works with its clients to determine message, content, and vehicle. Our staff comprises expertise in publishing, multimedia production, meeting management, and graphics so we can recommend the vehicle that best suits a client’s needs. From a 3-person roundtable to a dinner meeting for 1000; from a local gathering to a meeting in Africa, Europe, or Asia; from a 38-city US video satellite teleconference to a multilanguage production in 7 countries; from the first advisory board meeting through the CME series. We have extensive experience and a proven track record. Our turnkey services include meeting planning and management and editorial support in such areas as scientific symposia, CME series, investigator meetings, advisory board meetings, interactive workshops, university programs, sales training programs and speaker training programs. Other turnkey services include editorial, planning & logistics, and audiovisual.

Medical Publishing - Solid medical publications designed to meet the specific needs of our clients are a hallmark of our Company. Whether used as a stand-alone or to reinforce a program in another media, print is a lasting value and reference. Our publications range from newsletters reflecting the best in journalism to credible, clear journal supplements and in-depth clinical monographs. Our creative involvement is extensive and includes the development of manuscripts, consultation with guest authors, copy editing and proofreading, design, layout, and production.

Multimedia - Educational videotapes, broadcast programs, CD-ROMs, video satellite teleconferencing, live and archival web programs are all products and services generated by a client’s needs. For multimedia productions, we provide turnkey services from treatment and scripting, through production and duplication. Some of the multimedia services include, treatment concept, scripting, storyboarding, animation and special effects, casting, coaching and rehearsing, preproduction arrangements and negotiations, production, direction, postproduction, duplication and packaging.

Therapeutic Experience - We have extensive experience in developing medical educational programs for drugs in the major therapeutic areas. We are particularly proud of our work because the scientific, educational, and regulatory challenge of developing and executing successful programs, particularly for new products, requires a high level of expertise and creativity. These programs include both domestic programs and international activities with multinational audiences and multilingual publications. Our therapeutic areas of expertise include: Allergy, cardiovascular disease, endocrinology and metabolism, gastroenterology, infectious disease, nephrology, neurology, organ transplantation, pharmacoeconomics, psychiatry, pulmonology, rheumatology, urology, and women’s health.

Medical Symposia - We have organized more than 1,500 domestic and international medical meetings of all sizes. One particular campaign for a pharmaceutical company involved several stages and components.

Research Award Program - This program was developed to explore a major area of active research. The mission of the research association program was to support outstanding investigators at the early stages of their careers in academic research. The program supported research into the basic mechanisms of disease in any of the following areas: neuroscience, cardiovascular medicine, diabetes, endocrinology, inflammation/immunology and oncology.

Business Services Segment

Access Worldwide’s Business Services segment currently operates three state-of-the-art communications centers (the “Centers”) in the United States, and is in the process of entering into a lease to open a Center in Manila, the Philippines. The Centers are strategically located to take advantage of significant labor pools supporting many of the various languages spoken in the U.S.

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We have successfully implemented inbound, outbound and blended applications for our clients that span the full range of solutions. We are equally comfortable handling both business-to-business and business-to-consumer applications. Our experienced staff can help clients define an application that will meet its business objectives. Based on our experience, we are capable of serving a multitude of markets that include banking, insurance, credit card, retail, entertainment, telecommunications, healthcare, pharmaceutical, and public utilities.

Our inbound and outbound services include: Customer service, 1st tier technical support, sales acquisition & processing, third party verification, dealer locators, coupons/product samples, product recalls, customer acquisition, customer retention, and product awareness.

Multilingual Capabilities

We literally “speak the language” of the marketplace, including: Arabic, Cantonese, English, French, German, Hindi, Japanese, Khmer, Korean, Mandarin, Portuguese, Russian, Spanish, Tagalog, Urdu, and Vietnamese. Our multicultural and multilingual staff has executed more than 400 marketing campaigns, customer activations, and customer service programs all in the language of cultural origin. This type of target marketing has fueled new growth and driven revenue for a number of our clients.

We have long been recognized as a leader in delivering both business-to-business and business-to-consumer sales applications and customer services. We are known for our leading edge technology designed to help companies respond quickly to their customers’ needs. We have found speaking to prospects and customers in their native language is an often over-looked foundation necessary to successfully service the cultural marketplace. Over the years, statistics have shown sales conducted in-language deliver a 20%-30% conversion rate over English used on the same targets. The ability to communicate with a client’s prospects or customers in their native language has proven to deliver: significant retention of existing customer base; increase in sales revenues; higher level of understanding, and effective customer compliance.

By a client outsourcing its multicultural needs, it can reap the following advantages: More efficient utilization of its existing in-house resources, access to state-of-the-art technology without capital expenditure, access to a large pool of in-language agents, eliminate the need to hire and train additional staff, increase the speed of execution for new products and services, and instantly expand its existing capacity.

B-to-B Services

We have been instrumental in the success of many business-to-business (on B2B) applications. Our experienced staff has assisted clients in defining the requirements for an application that will meet their business objectives within one of the various markets. We are able to serve a multitude of markets that include financial, telecommunications, healthcare and pharmaceutical industries. Some of the applications include customer care, customer acquisition, customer retention, win-back campaigns, market research, preferred customer offers.

We have a proven track record that clearly demonstrates our ability to deliver the most complex applications, while remaining sensitive to both the client and prospects needs. Our philosophy dictates that we establish a comprehensive business relationship with our clients in order to deliver a seamless experience for the external customer that is consistent with their overall vision and expectations.

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Training

For two decades, we have combined proven processes, extensive experience and quality people to deliver the ultimate in telesales and customer care. We create a relationship with our clients in order to understand their business, goals and overall objectives. That information is communicated to the staff to provide a seamless experience for a client’s prospects and customers. It all starts with finding the right people and we do an exceptional job of locating the right talent to support our clients’ applications. The recruiting process is rigorous, taking an average of 2-4 weeks depending on the requirements. All candidates are thoroughly screened through written tests, telephone interviews and role-playing scenarios. Candidates are tested for their typing and spelling ability, and their listening and communication skills. We require all candidates have at least a high school diploma, and in some cases a college degree and either customer service or sales experience before they are considered for any position. We work closely with our clients to ensure the training of the agents is as comprehensive as possible. If the client has training materials, we review the documents and move directly to a train-the-trainer methodology. If training materials are not available, our team collects the necessary information and develops the required modules to successfully complete the task.

Quality Assurance

To ensure lasting success, our management team continually evaluates the effectiveness of employee training and delivers continuous recurrent training programs. These training areas include our culture and commitment to quality, communication skills, customer care or sales skills, and system capabilities and efficiencies.

Our call monitoring is designed to ensure quality and consistency on each call handled by our agents. We have an independent department comprised of seasoned professionals to guarantee the quality of every application and call. Our Quality Assurance (“QA”) staff works with clients to determine the specific areas of measurement and will implement a monitoring schedule that is mutually agreed upon.

A combined effort between the supervisors and the QA department enables us to monitor each agent a minimum of 10 times per month. Both remote and side-by-side monitoring is utilized. The primary purpose of the observation is to ensure contract compliance, recognize superior performance and identify individual opportunities and training needs. The agents receive immediate feedback and are coached on techniques to improve their call handling skills.

Our remote monitoring function provides real-time remote monitoring capabilities. It is one of the most accessible and user-friendly systems in the industry today. This system will allow our clients to monitor our calls during normal hours of operation without intervention by our staff.

We have a sophisticated call tracking system that allows for flexibility in reporting. Our system has the capability of providing daily, weekly, monthly and cumulative reports. All of our clients receive daily production reports with the prior day’s activities. Additionally, our Internet scripting & data management system stores all data and statistics in an SQL database and allows for almost unlimited variations of reporting criteria.

Technology and Infrastructure

Our current technology platform delivers Customer Relationship Management (“CRM”) solutions authored in JAVA which fully leverage a browser-based application environment. Our customized CRM system delivers superior quality inbound and outbound communication center solutions which support the business processes of our clients. We are able to adapt our suite of solutions to meet the needs of even our most sophisticated client’s requirements.

Our CRM platform is integrated with Concerto Software systems providing our Centers with a full suite of proprietary Computer Telephony Integrated (“CTI”) functionality. The solution runs on a scaleable multi-server environment running on fault-tolerant LINUX or Microsoft 2003 Server platforms.

Our CTI solution if further enhanced by the use of multi-modal queuing providing major productivity enhancements by offering “call blending” capabilities. We have added COGNOs^© to our collection of solutions; providing our clients with key business intelligence indicators from our integrated performance management reporting platform.

We employ the latest technology to effectively communicate with our client’s prospects and customers to deliver quality results in the areas of customer service, sales, and support. Our technology solutions are client-tailored allowing us to offer best of breed solutions to our clients. With a mix of customized proprietary system and commercial off the shelf solutions, we are able to provide maximum value to our end-users and customers by reducing costs and improving operational efficiencies.

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Company Business Strategy and Recent Events

Business Strategy

Our strategy business strategy is simple, operate and grow the business on a cost-effective basis while positioning the Company to benefit from the continuing trend toward outsourcing. Our goal is to increase client satisfaction and shareholder value as we:

Exploit Niche Market Opportunities

In each industry that we pursue, our goal is to build and maintain a leading position as a specialized outsourced marketing services provider. We are focused on outsourced marketing efforts in the healthcare and multicultural markets. Through our experience and technology systems, we have demonstrated effectiveness in communicating our clients’ products and services to complex and hard-to-reach markets, including physicians, pharmacists, patients and multilingual customers.

In the first quarter of 2004, TelAc executed expansion plans for a new communication center in Augusta, Maine which increased its overall capacity. As a result of the move to Maine, Access Worldwide received training and recruitment assistance, tax relief and financial incentives, effectively eliminating the personal property tax on machinery and equipment for a period of time. Additional incentives included reimbursement of qualified employees’ state income tax withholdings, and a one-time community development block grant from the Maine Department of Economic and Community Development.

Drive Internal Growth:

We continue to grow internally by further penetrating existing client relationships, acquiring new client relationships, and introducing new service offerings. We have a long history of achieving high levels of client satisfaction and have significantly expanded client relationships as a result of demonstrated performance.

In 2004, Access Worldwide continued to develop its marketing team. We brought on board several new business development personnel and will continue to add new business development personnel as existing staff becomes fully utilized and when we identify an exceptional candidate. Management understands that in order to fully realize the Company’s market potential for internal growth, it must increase Access’ sales and marketing efforts.

Establish an International Presence

As the need for our clients to minimize cost has grown, their propensity for outsourcing has grown along with it. To address their needs they have focused their attention overseas. To accommodate our clients and help drive our future growth, Access is in the process of establishing a presence in the Philippines, and expects to have a fully functional Center open and operating by the end of second quarter 2005. Over the past year, we have evaluated a number of off-shore locations and found that the Philippines provided the best alternative to base our first off-shore facility. The Philippines provides a highly educated work force, excellent English language skills, low labor cost, a reliable technology infrastructure and an enduring American influence. We will soon have the capability of supporting our clients on a global basis. This will be our first entry into the growing off-shore Business Process Outsource (“BPO”) market.

Maintain Technological Leadership

We will continue to invest in proprietary systems and technologies that will provide us with competitive advantages. Our technology strategy is driven by our objective to maximize reliability, integration and flexibility. In 2005, we added COGNOS to our collection of solutions to provide our clients with key business intelligence indicators from our integrated performance management reporting platform.

Recent Events

Michael Dornemann was named to the Board of Directors in June 2004. Mr. Dornemann is an entertainment & marketing executive that has more than 30 years of corporate development, strategic advisory, advertising and media experience. In 2001, he founded Dornemann & Co., LLC, a media consulting firm. Earlier in his career, Mr. Dornemann spent 18 years in the New York, Munich, and Luxemburg offices of media conglomerate Bertelsmann AG where he was an executive Board member for 16 years.

Richard Lyew, Senior Vice President and Corporate Controller succeeded John Hamerski as Executive Vice President and Chief Financial Officer, effective July 1, 2004. Mr. Lyew joined Access Worldwide in May 1998 as Assistant Corporate Controller. Prior to joining Access Worldwide, Mr. Lyew spent more than six years in public accounting at PricewaterhouseCoopers LLP where he participated in acquisitions, divestitures, roll-ups and initial public offerings, along with performing audit and tax work. He is a

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Certified Public Accountant licensed in the State of New York and a member of the American Institute of Certified Public Accountants.

In September of 2004, J. Stedman Stevens joined Access Worldwide as President & CEO of AM Medica. Mr. Stevens has more than twenty years of experience in the pharmaceutical, hospital, physician marketing and consumer product sectors. Most recently, he was President & Chief Operating Officer of Pharmaceutical Research Plus, a patient recruitment and clinical trial support company. Earlier, he was Chief Executive Officer & President of Blitz Research, a healthcare marketing company.

In December of 2004, we raised $1.15 million through an unregistered offering that was completed December 15, 2004. The offering included the private placement of convertible promissory notes and warrants to purchase shares of Access Worldwide Common Stock to accredited investors, including certain directors and executive officers of the Company. The proceeds of the offering will be used for working capital.

In March of 2005, we raised $1.0 million through an unregistered offering that was completed March 4, 2005. The offering was to purchase shares of Access Worldwide Common Stock to accredited investors, including one director of the Company. The proceeds will be used for working capital.

Patents, Trademarks, Service Marks & Licenses

Our service marks relate to the names, “Access Worldwide” and “Access Worldwide Communications, Inc.” and to our logo. The name, “Access Worldwide Communications, Inc.” and our logo received Certificates of Registration from the U.S. Patent and Trademark Office in 2001.

Our application for the name, “Access Worldwide,” has been registered with the U.S. Patent and Trademark Office since March 23, 2004. In June 2001, legal counsel for World Access, Inc. requested an extension of time to oppose that application. However, on December 4, 2003, World Access, Inc. formally dropped its opposition in exchange for assurances that we would not be using the name, “Access Worldwide,” in the insurance business. As a result, there is currently no known opposition to our use of the name Access Worldwide. If we were to lose the right to use the name “Access Worldwide” in our business, it could have a material, adverse effect on the Company.

Government Regulations

Several industries in which our clients operate are subject to varying degrees of government regulation, particularly the pharmaceutical, healthcare and telecommunications industries. Generally, compliance with these regulations is the responsibility of our client, but with the introduction of new regulations such as the national do-not-call registry in October 2003, it is imperative we stay vigilant in our efforts to comply. We could be subject to a variety of enforcement or private actions for our failure or the failure of our clients to conform to any number of these regulations.

Pharmaceutical Regulations

Pharmaceutical companies are subject to significant federal and state regulations. Currently, the Food, Drug and Cosmetics Act provide regulations for the approval, labeling, advertising, promotion, sale and distribution of drugs. There is no assurance that additional federal and/or state legislation regulating promotional and/or educational activities involving prescription drugs will not be enacted. New legislation and/or regulations could possibly limit the scope of our services.

In addition, pharmaceutical and marketing companies must comply with professional association and industry guidelines that were established to prevent conflicts of interest. Specifically, these guidelines apply to distribution of gifts, payments and reimbursements to physicians and other healthcare professionals. Any changes to the current guidelines could adversely affect our businesses.

Telecommunications Regulations

Our communication centers must comply with a variety of regulations enforced by the Federal Communications Commission (“FCC”) and Federal Trade Commission (“FTC”).

The FCC rules under the Federal Telephone Consumer Act of 1991, which limits the hours which telemarketers may call consumers and prohibits the use of automated telephone dialing equipment to call certain telephone numbers. The FCC also prohibits the unauthorized switching of subscribers’ long distance carriers, known in the industry as “slamming.” A fine of up to $100,000 may be imposed by the FCC for each instance of slamming. Federal law requires that switches authorized over the telephone, such as

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through our teleservices, be verified contemporaneously by a third party. Third party verification generally is not required for switches obtained in person, such as those obtained by members of a direct field sales force.

The FTC regulates under the Federal Telemarketing and Consumer Fraud and Abuse Protection Act of 1994 (“TCFAPA”) and Telemarketing Sales Rule (“TSR”). The TCFAPA broadly authorizes the FTC to issue regulations prohibiting misrepresentation in telephone sales. In 1995, the FTC issued regulations under the TCFAPA, which, among other things, require telemarketers to make certain disclosures when soliciting sales.

The FTC has amended the TSR and made changes to the regulation of predictive dialers, which is computerized dialing equipment that significantly increases the number of calls that can be generated and completed from a communication center. This technology can sometimes generate unanswered calls or calls that are answered by a person and abandoned. The FTC requires that no more than three percent of calls generated by predictive dials be answered by a person and abandoned, measured per day per calling campaign, and that the consumer’s phone must ring a minimum of 15 seconds (approximately 4 rings) before hang up. This revision went into effect on March 31, 2003.

The FTC has also amended the TSR to require telemarketers to play an identification message to each abandoned call effective October 1, 2003.

The telemarketing legislation that gained significant media attention during 2003 was the introduction of a national do-not-call registry. The registry, created by amending the TSR, went into effect on October 1, 2003. Consumers were invited to register their home telephone number(s) on the registry in an effort to reduce the number of incoming telemarketing solicitations. Telemarketers are required to search the registry at least every three months and remove the phone numbers of consumers who have registered from their databases. However, teleservices providers are allowed to contact consumers with whom they have an established business relationship for up to 18 months after the consumer’s last purchase, delivery or payment, even if the consumer’s telephone number is on the national do-not-call registry. Effective October 1, 2003, a consumer who receives a telemarketing call despite being on the registry is able to file a complaint with the FTC, with violators facing the possibility of being fined up to $11,000 per incident. In addition to federal regulation, teleservices providers must also comply with do-not-call lists that exist on the state level.

Effective January 29, 2004, the FTC began requiring that telemarketing firms identify themselves on Caller ID. Previously, some telemarketing calls appeared as “out of area” on Caller ID. Now the name displayed by Caller ID must either be the company trying to make a sale or the firm making the call. The display must also include a phone number that consumers can call during regular business hours and ask that the company no longer call them. The change is part of the rules that set up the do-not-call registry, which consumers can use to block certain telemarketers from calling. Telemarketing companies were given additional time to install the technology needed to display their names and numbers. Some geographical location still do not have Caller ID technology, and firms operating in those locations do not have to comply.

We believe our operating procedures comply with the telephone solicitation rules of the FCC and FTC. However, we cannot assure you that additional federal or state legislation, or changes in regulatory implementation, would not limit the activities of the Company or our clients in the future or significantly increase the cost of regulatory compliance.

In regards to slamming, we believe that our training and other procedures are designed to prevent unauthorized switching. However, we cannot assure you that each employee will always follow our mandated procedures and applicable law. Accordingly, it is possible that employees may in some instances engage in unauthorized activities, including slamming.

We investigate consumer complaints reported to our telecommunications clients and report the results to such clients. To our knowledge, no FCC complaint has been brought against any of our clients as a result of our services. We believe that the FCC generally examines the sales activities of long distance telecommunications providers, including our clients, and the activities of outside vendors, such as the Company. If any complaints were brought against a client of ours, that client might assert that such complaints constituted a breach of its agreement with us and, if material, seek to terminate the contract. Any termination by our largest teleservices clients would likely have a material adverse effect on the Company.

The majority of states require outbound telemarketers to comply with various registration and disclosure requirements. As a publicly traded company, we are exempt from the majority of these filing requirements. However, failure to comply with these requirements could result in fines and/or a ban on calls into states where a violation may occur.

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Competition

The outsourced marketing services industry in which we operate is very competitive and highly fragmented. We compete with other outsourced marketing services companies, ranging in size from very small companies offering specialized applications or short-term projects to large independent companies. While many companies provide outsourced marketing services, we believe that there is no single company that dominates the entire industry; however, a significant number of our competitors and potential competitors have more extensive marketing capabilities, more extensive experience and greater financial resources than Access. Consolidation among prospective clients also increases competition for buyers of our services. There can be no assurance that we will be able to compete successfully or that competitive pressures will not materially and adversely affect the Company.

There are significant barriers to becoming an outsourced marketing services company with national capabilities in industries governed by state and federal regulations, and our ability to provide specialized marketing programs helps differentiate us in this highly fragmented industry. Some of these barriers include the development of a broad range of marketing knowledge and expertise; the infrastructure and experience necessary to serve the demands of clients; the ability to simultaneously manage complex marketing programs in multiple jurisdictions; the development and maintenance of the necessary information technology systems; and the establishment of solid working relationships with clients. We believe that we have the foregoing capabilities. However, as a result of, among other things, the risks described below and on the following pages, we cannot assure you that we will be able to maintain these capabilities or otherwise be able to successfully compete for clients.

Pharmaceutical Marketing and Medical Education Competitors

In the pharmaceutical and medical education industries, we have many competitors, including but not limited to pharmaceutical in-house agencies, divisions of worldwide and domestic healthcare advertising agencies and a number of boutique agencies. Competition may intensify as drug companies continue to consolidate and global agencies offer package buys of a wide range of promotional and educational services. In addition, we compete with the in-house marketing departments of our clients.

Communication Center Competitors

The teleservices industry is extremely fragmented with many companies offering one or more of the following services: center management, customer service, consulting, lead generation, fulfillment or database management services. Teleservices vendors may be selected based on a number of factors including price, range of services, expertise, speed to program execution and industry reputation, among others. We compete with large teleservices companies, such as APAC Customer Services, Convergys Corporation, ICT Group, Inc., SITEL Corporation, Sykes Enterprises, TeleTech Holdings, Inc., and West Corporation that have significantly greater financial resources and more centers, as well as smaller, independent companies that have a niche in the multicultural or pharmaceutical marketing industries.

In addition, some clients use more than one teleservices firm at a time and reallocate work among the various providers. This creates a project-by-project comparison of the performance of the various vendors in order to win new programs.

Our direct marketing services business is also subject to competition from more technologically sophisticated companies than Access, and management anticipates that such competition will intensify in the future. There can be no assurance that competitors will not introduce products or services that would achieve greater market acceptance or would be technologically superior to our products or services.

Furthermore, we believe that the growth in the telephone marketing industry, expected to grow by 8.4% from 2001 to 2006, according to the DMA, may attract new competitors to the industry. New companies may have greater resources than we do and could intensify the competition in the industry.

We also compete with companies that have overseas communication centers that offer multilingual capabilities and lower cost of labor. Increasingly, companies have begun to utilize Centers located in countries where the language in question is spoken to call consumers in the United States that speak that language. In addition, due to lower cost of labor, potential clients of ours are utilizing Centers in countries such as Canada and India to reach U.S. consumers in English. These trends, if they continue, could materially, adversely affect our financial condition and results of operations.

Despite these developments with overseas competitors, our multilingual capabilities help to differentiate our services from competitors that offer English-only programs. The ability for clients to communicate with prospects or customers in their native language has proven to deliver higher rates of retention; an increase in sales revenues; a higher level of understanding of program specifics and benefits; and greater customer compliance. We believe that our ability to conduct programs in multiple languages is one of our key sales points and the reason that we have successfully attracted expanded programs and new clients.

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As in the medical education arena, we must also compete against our clients; to the extent they make the decision to perform their telemarketing in-house. Several of our clients, potential clients and competitors have significant internal marketing staff and communication centers that are superior to our resources.

In addition, the effectiveness of marketing by telephone and other direct methods could decrease as a result of consumer saturation and increased consumer resistance to such marketing methods. There can be no assurance that we will be able to anticipate and successfully respond in a timely manner to any such decrease.

Forward-Looking Statements

From time to time, including in this report, we may publish forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Those statements represent our current expectations, beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. Such forward-looking statements include, among others:

Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited, to the following:

Certain Factors that May Affect Future Operating Results

In addition to other information set forth in this report, readers should carefully consider the following risk factors in evaluating Access Worldwide and our business.

We face risks related to our Debt Agreement

Our Debt Agreement dated June 10, 2003, as amended on August 11, 2003, November 13, 2003, and November 12, 2004, contains various financial covenants that must be complied with on an ongoing basis. There can be no assurance that the Company will comply with these covenants in the future. The failure to comply with these covenants could negatively impact the liquidity and cash flow of the Company and therefore materially and adversely affect the Company.

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We may be adversely impacted by competition, industry consolidation and potential consumer saturation

The outsourced marketing services industry in which we operate is very competitive and highly fragmented. We compete with other outsourced marketing services companies, ranging in size from very small companies offering specialized applications or short-term projects to large independent companies. While many companies provide outsourced marketing services, we believe that there is no single company that dominates the entire industry. A significant number of our competitors and potential competitors have more extensive marketing capabilities, more extensive experience and greater financial resources than the Company. Consolidation among prospective clients also increases competition for buyers of our services. There can be no assurance that we will be able to compete successfully or that competitive pressures will not materially and adversely affect the Company.

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Our growth is dependent on various factors

Our business and future operations depend significantly on our ability to utilize our existing infrastructure and databases to perform services for new clients, as well as on our ability to develop and successfully implement new marketing methods or channels for new services for existing clients.

Continued growth will also depend on a number of other factors, including, but not limited to, our ability to:

In light of, among other things, our limited resources available to us, we cannot assure you that we will be able to execute our strategy effectively. Any growth that we would be able to attain would require the implementation of enhanced operational and financial systems and resources, as well as additional management of the resources needed for which we may not have available. Any such growth, if not managed effectively, could have a material adverse effect on the Company.

Our future growth is dependent on the trend toward outsourcing

Our business and future operations depend largely on the industry trend toward outsourcing marketing services, particularly by pharmaceutical and telecommunications companies. There can be no assurance that this trend will continue, as companies may elect to perform such services internally. A significant change in the direction of this trend, particularly, whereby such industries cease or reduce their use of outsourced marketing services, such as those provided by us, could have a material adverse effect on the Company.

We are heavily dependent on the industries we serve, particularly the pharmaceutical and telecommunications industries

Our business and future operations are dependent to a great extent on the industries we serve, particularly the pharmaceutical and telecommunications industries. We also rely heavily on pharmaceutical and telecommunications companies increasing their marketing budgets as to which there can be no assurance. There can be no assurance that the pharmaceutical and telecommunications industries will grow or that they will continue to utilize entities such as Access Worldwide for outsourced marketing services. In addition, there can be no assurance that our business will benefit from any growth that these industries experience.

These industries are heavily regulated by federal and state authorities. Existing regulation, or increased regulation in the future, could negatively impact the ability of the industries to operate or grow. Anything that inhibits the operations or growth of the pharmaceutical and telecommunications industries could have a material adverse effect on the Company.

We may be affected by changes in a drug’s lifecycle

A substantial portion of our contracts are with pharmaceutical companies for medical education, product stocking and detailing services. We may be negatively impacted if contracts are delayed or cancelled as a result of new drugs not receiving FDA approval or existing drugs being removed from the market due to health or safety issues. Though we have cancellation clauses in some of our contracts allowing us to recoup any expenditure that was made to support a program in the event of such non-approval or non-renewal, such cancellations could materially affect the Company.

We are subject to extensive regulations and compliance with these regulations can be costly, time consuming and subject the Company to fines for non-compliance

Several industries in which our clients operate are subject to varying degrees of governmental regulation, particularly the pharmaceutical and telecommunications industries. Generally, compliance with these regulations is the responsibility of our clients. However, we are exposed to a variety of enforcement or private actions for our failure or the failure of our clients to comply with such regulations.

Pharmaceutical companies, in particular, and the healthcare industry, in general, are subject to significant federal and state regulations. There can be no assurance that additional federal or state legislation or rules regulating the pharmaceutical or healthcare industries will not be enacted. Any such new legislation or rules could limit the scope of our services or significantly increase the cost of regulatory compliance.

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Our communication centers must comply with a variety of regulations as well. We believe our operating procedures comply with the telephone solicitation rules of the FCC and FTC. However, we cannot assure you that additional federal or state legislation, or changes in regulatory implementation, would not limit the activities of the Company or our clients in the future or significantly increase the cost of regulatory compliance.

In addition, the majority of states require outbound telemarketers to comply with various registration and documentation requirements. Failure to comply with the registration requirements could result in fines and call prohibitions which could have a material adverse effect on the Company.

We could be severely impacted by the loss of any of the Company’s largest clients

Our largest clients, SBC, Novartis and Pfizer, together accounted for approximately 63% of Access Worldwide’s revenues for the year ended December 31, 2004. There can be no assurance that these clients will continue to do business with us, and the loss of business from any of these clients could have a material adverse effect on the Company.

We could be affected by a loss of contracts

The majority of our contracts are short-term and cancelable on 90 days notice or less, including, in the case of one principal client, cancellation by that client can be made with no advance notice. Although the contracts typically require payment of certain fees in the event the contract is terminated, the loss of any of our large contracts or the loss of multiple contracts could have a material adverse effect on the Company.

We rely on technology and could be adversely affected if the Company is unable to maintain facilities with the needed equipment

We have invested significant funds in specialized telecommunications and computer technologies and equipment to provide customized solutions to meet our clients’ needs. In addition, we have invested significantly in sophisticated proprietary databases and software that enable us to market our clients’ products to targeted markets. We anticipate that it will be necessary to continue to select, invest in and develop new and enhanced technology and proprietary databases on a timely basis in the future in order to maintain our competitiveness.

We have leased equipment and have expended substantial time and resources to train our personnel in the operation of our existing equipment and to integrate the operations of our systems and facilities. In the event of substantial improvements in computer technologies and telecommunications equipment, we may be required to acquire such new technologies and equipment at significant cost and/or phase out a portion of our existing equipment. There can be no assurance that our technologies and equipment will not be rendered obsolete or our services rendered less marketable. In addition, we cannot assure you that we will be able to continue to develop and maintain the technology and systems necessary for our business.

We are dependent on key personnel and may be affected by changes in senior management

The success of the Company depends in large part upon the abilities and continued service of our key management personnel. The failure of the Company to retain the services of all of our key personnel could have a material adverse effect on our business, including our financial condition and results of operations. In addition, in order to support any growth that we are able to effectuate, we will be required to recruit and retain additional qualified management personnel. In light of our limited resources, we cannot assure you that we will be able to recruit and retain such personnel. Our inability to attract and retain such personnel could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on our labor force and could be affected by potentially high turnover rates

Many aspects of our business are labor intensive, and based on the transient nature of our work force, there is a potential for high personnel turnover. Our operations typically require specially trained persons, such as those employees who market services and products in languages other than English and those employees with expertise in the pharmaceutical detailing business. A higher turnover rate among our employees would increase our recruiting and training costs and decrease operating efficiencies and productivity. In addition, any growth in our business will require us to recruit and train qualified personnel at an accelerated rate from time to time. There can be no assurance that we will be able to continue to hire, train and retain a sufficient labor force of qualified persons to meet the needs of our business.

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We were impacted by the events of September 11, 2001, and may be impacted in the future by events of a similar nature, war and other international conflicts

Our businesses were impacted by the events of September 11, 2001 when we experienced, among other things, lost production days at our communication centers, lower than expected call volume and cancelled medical education meetings.

To the extent that there are any further events of a nature similar to that of September 11, 2001, war and other international conflicts, or a prolonged downturn in the U.S. economy, our financial condition and results of operations could be materially adversely affected.

We could be affected by a business interruption

Our business is highly dependent on our computer, software and telephone equipment. The temporary or permanent loss of such systems or equipment, through casualty or operating malfunction, or a significant increase in the cost of telephone services that is not recoverable through an increase in the price of our services, could have a material adverse affect on the Company. Our property and business interruption insurance may not adequately compensate us for all losses that we may incur in any such event.

Our stock price has declined substantially at times in the previous year and may become more volatile

The market price of Access Worldwide’s common stock has fluctuated in the past and is likely to fluctuate in the future as well. During 2004, our stock’s closing price fluctuated from a low of $0.61 to a high of $1.50. The average trading volume for the past 52 weeks was 9,863 shares per day, but the volatility of the price is often driven by trading volumes that can total less than 5,000 shares of common stock per day. With this level of volume, small trades can have a significant impact on the price. Additional factors that may have a significant impact on the market price of the stock include:

Shortfalls in Access Worldwide’s revenues or earnings in any given period relative to any expectations in the securities markets could immediately, significantly and adversely affect the trading price of the common stock. We have experienced and may experience future quarter to quarter fluctuations in our results of operations. Quarterly results of operations may fluctuate as a result of a variety of factors, including, but not limited to, the size and timing of client orders, changes in client budgets, material variations in the cost of telephone services, the demand for our services, the timing of the introduction of new services and service enhancements by the Company, the market acceptance of new services, competitive conditions in the industries we serve, our ability to effectuate any strategic transactions and general economic conditions. These factors, either individually or in the aggregate, could result in decreasing revenues and earnings, which could, in turn, materially and adversely affect the price of the Company’s common stock.

We face risk due to our stock trading on the Over the Counter Bulletin Board (“OTCBB”)

Because our stock trades on the OTCBB and not on an exchange or the NASDAQ National Market or NASDAQ SmallCap Market, we have less ability to access the public equity and debt markets, should it be necessary or advisable to do so, than if our stock traded on one of those other more recognizable trading venues.

We face a risk that we may not be able to successfully open and operate our new communication center in Manila, Philippines

Our communication center in the Philippines represents our first off-shore communication center. The opening of this Center requires substantial investment, the establishment of a Philippines management team, and securing contracts to perform work at this Center. The inability to successfully execute one or all of the above items would have a material adverse effect on the Company.

Employees

As of December 31, 2004, the Company had approximately 700 employees. We expect to contract with a development company to build a state of the art communication center facility in Manila, Philippines. This new facility would add approximately 300 employees. None of our employees are represented by a labor union and we are not aware of any current activity to organize any of the employees. Management considers relations between the Company and its employees to be good.

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Availability of Reports and Other Information

Our corporate website is http://www.accessww.com. We make available on this website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 as soon as reasonably practicable after we have electronically submitted such material to the Securities and Exchange Commission (the “Commission”). Our corporate website also contains our Corporate Governance Guidelines, Code of Ethics and Charter of the Audit Committee of the Board of Directors. Information contained in our website is not deemed incorporated into this Annual Report on Form 10K. In addition, the Commission’s website is http://www.sec.gov. The Commission makes available on its website, free of charge, reports, proxy and information statements, and other information regarding issuers, such as us, who file electronically with the Commission. Information on our website or the Commission’s website is not part of this document.

Our principal executive offices are located in Boca Raton, Florida. We have operations in Florida, New York, Maryland, Virginia and Maine. All of our facilities are leased and have lease terms two to ten years. We are currently in the process of establishing an additional Business Services center in Manila, Philippines, which would add approximately 18,000 square feet to our facility space. We believe that our current facilities and the expanded space are adequate for our needs for the foreseeable future as the Hyattsville, MD location is presently unoccupied and provides us with the ability to increase capacity domestically, as needed. Set forth below is a list of the facilities that we currently utilize.

From time to time, we are party to certain claims, suits and complaints that arise in the ordinary course of business. Currently, there are no such claims, suits or complaints, which, in the opinion of management, would have a material adverse effect on our financial position, results of operations and cash flow with the exception of the following:

On July 18, 2003, we filed suit against MTI Information Technologies, LLC (“MTI”) in Broward County, Florida. The lawsuit seeks enforcement of our pharmaceutical telemarketing service contract (the “Contract”) with MTI for services rendered. We performed pharmaceutical telemarketing services for MTI from November 2001 to April 2003, when services were terminated after payments due from MTI became severely delinquent. The lawsuit alleges that MTI breached its Contract with the Company by not paying for services rendered. The lawsuit seeks payment for work performed of approximately $0.6 million.

On July 21, 2003, MTI filed counter suit against us in Bucks County, Pennsylvania for breach of contract and tortuous interference for our failure to complete telemarketing campaigns. We assert that these claims are not valid and intend to vigorously defend any action related to this claim and take all necessary steps to collect amounts due on account. On November 24, 2003, the Court ordered the case transferred to Florida pursuant to our motion based on jurisdictional grounds. The two cases have subsequently been combined. Discovery is ongoing, and is presently in the middle of document collection and depositions. There is a definitive trial date set for September 19, 2005. We believe MTI’s claims have no legal basis, however we cannot provide assurance as to the outcome of the litigation.

On September 10, 2004, Ivelisse Lamboy (the “Plaintiff”), a former employee with AM Medica, filed suit against us in the Supreme Court of New York, County of Bronx for wrongful termination and breach of an employment agreement. The Plaintiff seeks $0.5 million in damages which she claims is equal to 10 years of employment. We assert that these claims are not valid and intend to vigorously defend any action related to this claim. Discovery is ongoing, and is presently in the middle of document collection and depositions. No definitive trial date has yet been established. We believe the claims asserted have no legal basis; however, we cannot provide assurance as to the outcome of the litigation.

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No matters were submitted to a vote of security holders during the quarter ended December 31, 2004.

PART II

(a) Market Information

Our Common Stock trades on the Over the Counter Bulletin Board under the symbol “AWWC.” The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. The following table sets forth the high and low intra-day sale prices for our common stock as reported by the markets in which our stock traded for the periods indicated:

(b) Holders

The number of record holders of common stock as of March 15, 2005 was 975 and the number of beneficial owners of common stock as of March 28, 2005 was approximately 104.

(c) Dividends

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, the terms of our Debt Agreement prohibit us from making dividend payments.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The information required under this item is included with Item 12 of Part III of this Form 10-K.

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The selected statements of operations data for the quarters ended March 31, June 30, September 30 and December 31, 2004, and 2003 set forth below have been derived from our unaudited Consolidated Financial Statements. The following selected financial data should be read in conjunction with our Consolidated Financial Statements and the Notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K.

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The selected consolidated financial data set forth as of and for each of the five years in the period ended December 31, 2004, has been derived from our Consolidated Financial Statements, which have been audited. The balance sheet data as of December 31, 2000, 2001, 2002 and the statement of operations data for the years ended December 31, 2000 and 2001 are derived from our financial statements which have been audited. These financial statements have not been included herein. The following information contained in this table should be read in conjunction with the Consolidated Financial Statements and the Notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

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The following discussion of the financial condition and results of operations of the Company should be read in conjunction with Selected Financial Data and our Consolidated Financial Statements and the Notes thereto included elsewhere in this Form 10-K.

Overview

Established in 1983, Access Worldwide Communications, Inc. (“Access Worldwide,” “we,” “our,” “us” or the “Company” refers to Access Worldwide and/or, as the context requires, one or more of our subsidiaries) is an outsourced marketing services company that provides a variety of sales, education and communication programs to clients in the medical, pharmaceutical, telecommunications, financial services, insurance and consumer products industries. As of December 31, 2004, we had, in addition to our offices located in Boca Raton, Florida, that house our corporate headquarters and one of our communication centers, two offices located in the Washington, D.C. metropolitan area, one in New York City and another in Augusta, Maine. We are in the process of entering into a lease agreement for a 350 seat communications center based in Manila, Philippines, which will provide us with an offshore presence. We provide services through the following two business segments:

We believe that our ability to provided specialized marketing programs supported by technological systems helps to differentiate us in the highly fragmented outsourced marketing services industry.

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Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates (see Note 2 to the consolidated financial statements). Certain accounting policies are deemed “critical”, as they require management’s highest degree of judgment, estimates and assumptions. We have discussed these accounting estimates and disclosures with the Audit Committee of our Board of Directors. A discussion of our critical accounting policies, the judgments and uncertainties affecting their application, and the likelihood that materially different amounts would be reported under different conditions or using different assumptions are as follows:

Revenues

We provide a variety of services to a diverse client base. The principal sources of revenue and manner of recognition are as follows:

Accounts receivable

We extend credit to our customers in the normal course of business. We continuously monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon historical experience and any specific customer collection issues that we have identified. While such bad debt expenses have historically been within our expectations and the allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Since our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any of these customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results. Management’s assessment and judgment are vital requirements in assessing the ultimate realization of accounts receivable, including the credit-worthiness, financial stability and effects of market conditions on each client.

Valuation of long-lived assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. When we determine that the carrying amount of long-lived assets may not be fully recoverable, we measure impairment by comparing an asset’s estimated fair value to its carrying value. The determination of fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations; or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating and marketing costs; selling and administrative expenses; interest rates; property, plant and equipment additions and retirements; and industry competition and general economic and business conditions, among other factors.

Income taxes

We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We consider tax loss carrybacks, reversal of deferred tax liabilities, tax planning and estimates of future taxable income in assessing a need for a valuation allowance. At the time it is determined that we are unable to realize deferred tax assets in excess of the recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

New Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which provided guidance on how to identify variable interest entities (“VIEs”) and determine when the assets, liabilities, non-controlling interests, and results of operations of VIEs need to be included in a company’s consolidated financial statements. FIN 46 was applicable to VIEs created after January 31, 2003. In the original provisions of FIN 46, VIEs created prior to February 1, 2003, were to be consolidated effective December 31, 2003. Disclosures were required currently if the Company expects to consolidate any VIEs. In December 2003, the FASB redeliberated certain proposed modifications and revised FIN 46 to FIN 46R. The revised provisions were effective no later than the first reporting period ending after March 31, 2004. FIN 46R had no impact on the Company’s consolidated financial statements.

In December 2004, SFAS No. 123R, “Share-Based Payments,” which addresses the accounting for employee stock options, was issued. SFAS No. 123R revised the disclosure provisions of SFAS 123, “Accounting for Stock Based Compensation” and supercedes APB Opinion 25, “Accounting for Stock Issued to Employees.” SFAS 123R requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements based on the estimated fair value of the award. This statement is effective for all public entities who file as of the beginning of the first interim period beginning after June 15, 2005. The Company plans to implement SFAS 123R on its effective date. The Company is currently evaluating the two methods of adoption allowed by SFAS 123R; the modified-prospective transition method and the modified-retrospective transition method and has yet to determine what effect the adoption of this statement will have on its financial statements.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29. The amendment eliminates the exception to fair value accounting for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Under APB 29, accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset is to be based upon the recorded amount of the asset relinquished (carryover basis with no gain or loss recognition). The transaction will now be accounted for based upon the fair value of the assets exchanged. The Statement is effective for exchanges occurring in fiscal years beginning after June 15, 2005 and is to be applied prospectively. This statement is not expected to have a material impact on the Company.

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Results of Operations by Segment for 2004 and 2003

The following table sets forth, for the periods indicated, certain statements of operations data by segment obtained from our consolidated statements of operations.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Our revenues decreased $3.6 million, or 7.0%, to $47.5 million for 2004, compared to $51.1 million for 2003. Revenues for the Pharmaceutical Segment increased $2.3 million, or 10.1%, to $25.1 million for 2004, compared to $22.8 million for 2003. The increase was primarily due to our entry into the Direct to Consumer (“DTC”) marketplace where we executed several programs for some well known pharmaceutical companies. The increased business was offset by a continuing decrease in our medical education revenues. Revenues for the Business Segment decreased $5.9 million, or 20.8%, to $22.4 million for 2004, compared to $28.3 million for 2003. The decrease in revenues is primarily attributed to a client prematurely halting its marketing programs due to court rulings and regulatory changes that made it difficult to sell bundled services to consumers. In the past, our client had been able to sell local and long distance services to consumers, often at lower prices than if sold separately. To address the loss of this client and the decrease in revenues, we added two new business development personnel to sell our Business Services, and have plans to expand our communication center into the Philippines.

Our gross profit increased $2.5 million, or 13.9%, to $20.5 million for 2004, compared to $18.0 million in 2003. Our gross profit as a percentage of revenues increased to 43.2% for 2004, compared to 35.2% for 2003. Gross profit as a percentage of revenues for the Pharmaceutical Segment increased to 49.4% for 2004, compared to 33.3% for 2003. The increase was primarily attributed to an increase in inbound business notably our DTC and Customer Relationship Management (CRM) business, providing more value-added billable services and increased gross margins at our medical education business with decreased revenues. Gross profit as a percentage of revenues for the Business Segment decreased to 36.2% for 2004, compared to 36.7% for 2003. The slight decrease is primarily attributed to our quick response to the decrease in revenues and our ability to adjust our cost of sales quickly and effectively.

Our selling, general and administrative expenses increased $0.5 million, or 2.5%, to $20.6 million for 2004, compared to $20.1 million for 2003. Our selling, general and administrative expenses as a percentage of revenues increased to 43.3% for 2004, compared to 39.3% for 2003. Selling, general and administrative expenses as a percentage of revenues for the Pharmaceutical Segment decreased to 34.3% for 2004, compared to 34.6% for 2003. The decrease was primarily attributed to the increase in revenues and management’s focus on managing overhead expenditures and efforts to operate as efficiently as possible. Selling, general and administrative expenses as a percentage of revenues for the Business Segment increased to 37.5% for 2004, compared to 30.7% for 2003. The increase was primarily attributed to the decrease in revenues and management’s efforts to reduce overhead expenditures without severely impacting its business needs and operating efficiencies.

Our net interest expense decreased $0.1 million, or 7.1%, to $1.3 million for 2004, compared to $1.4 million for 2003. The decrease was primarily attributed to the decrease in our outstanding debt with CapitalSource and our subordinated promissory note offset by an increase in operating equipment financing.

Our income tax benefit from continuing operations decreased to $0.0 million in 2004, compared to $0.5 million in 2003. Our effective tax rate decreased from a benefit of 4.5% in 2003, compared to 0% in 2004. The increase is primarily attributed to our increased losses which generated net operating loss carryforwards that were offset by an increase in the valuation allowance against the corresponding deferred tax assets.

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Results of Operations by Segment for 2003 and 2002

The following table sets forth, for the periods indicated, certain statements of operations data by segment obtained from our consolidated statements of operations. The data excludes the operations of Phoenix and CAG which were sold in the first quarter of 2002 and which have been reclassified to discontinued operations.