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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2003

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) (561) 226-5000

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   x    No  ¨

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, 2003, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately $7,300,559.

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of March 25, 2004 was 9,740,501.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Registrant’s Proxy Statement to be filed with respect to the 2004 Annual Meeting of Stockholders and to be filed no later than April 30, 2004. Part IV incorporates by reference portions of previously filed reports.

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PART I

ITEM 1. Business

General

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. We provide services through the following two business segments:

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

Availability of Reports and Other Information

Our corporate website is http://www.accessww.com. We make available on this website, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement 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. 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.

Pharmaceutical Marketing Services

Our services enable us to help our clients influence physicians, inform pharmacists, involve patients and impact sales by educating audiences on new drugs, medical devices and procedures, and prescribing indications. Our services are described below and on the following pages:

Medical Education Programs:

We work with pharmaceutical clients to educate healthcare practitioners about drugs, devices and procedures. In the last 17 years, we have organized more than 1,700 domestic and international medical meetings of various sizes. Formats include: scientific symposia, interactive workshops, university programs, fellowship programs, investigator/research meetings, satellite programs, roundtables, advisory board meetings and sales training programs. In organizing these meetings, we work with some of the medical industry’s most prominent associations.

We organize and oversee meetings management at various stages, including:

PRE-PROGRAM PLANNING: Scientific committee communication & coordination; Continuing Medical Education (“CME”) accreditation; site selection/inspection; hotel arrangements; air/ground travel planning; food/beverage planning; advance audience generation; pre-congress registration; hiring of local staff; shipping; literature searches; abstract & presentation development; and program development and production.

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ON-SITE SERVICES: Overall logistical management; on-site audience generation and publicity; set-up of hospitality suites, slide reviews and meeting rooms; audiovisual equipment and staffing; translation services; delivery and distribution of printed materials; distribution of honoraria; distribution of gifts; consultation at slide review; and production of on-site publications.

POST-PROGRAM SERVICES: Reconciliation of invoices; reimbursement of faculty expenses; management of CME certification; newsletters; monographs; proceedings and highlights; and journal supplements.

In addition, we have experience with international travel, customs, international protocol and traditions, and translation services. We have worked in a number of overseas sites, including Europe, Latin America, Canada, the Middle East and Far East, Africa and Australia.

Our largest medical education client, Pfizer, Inc., (“Pfizer”), accounted for $8.6 million, or 16.8% of our revenues for the year ended December 31, 2003.

Medical Publishing:

Well-written and produced publications continue to be effective and worthwhile forms of medical communications. We work with pharmaceutical companies to aid them in their medical publications programs. Our services include: the development of manuscripts; consultation with guest authors; copy editing and proofreading; design, layout and production; and printing. We have worked on a number of formats, including original papers for journal publication, journal supplements and sales training programs, among many others.

Editorial Support:

In addition to meeting planning services, we provide editorial support by assigning editors to work closely with program faculty and clients in the planning and execution of program content. Our goals are to develop effective and valuable scientific programs while providing support for faculty in their research and presentation development. We provide a number of editorial support services, ranging from literature searches to manuscript development to newsletters and journal supplements.

Medical Audiovisual Programs:

We offer film, slide and video programs that are suited to many kinds of product messages. Clients utilize our audiovisual services to produce slide/lecture programs, videotapes, audiotapes and teleconferences. Upon request, we can provide scripting, casting, animation and pre and post-production services.

Product Detailing:

We contact physicians and pharmacies on behalf of pharmaceutical companies and inform (“detail”) doctors and pharmacists on new medications, prescribing indications and product recalls. Our detailing services target physician prescribing habits and are often used in conjunction with pharmaceutical clients’ existing sales forces.

We have a particular expertise in remote physician coverage and vacant territory management. In our remote physician coverage programs, we contact difficult-to-reach physicians, those that often are located in geographically remote areas or high crime urban centers. Over the phone, our employees deliver a professional product message, provide pharmaceutical sample fulfillment and respond to the needs of physicians.

Through our vacant territory management programs, we offer a cost effective medium for pharmaceutical companies to reach physicians in sales territories that do not have sales representatives assigned to them. Through this service, we provide account maintenance, product sampling, product detailing and new product launch services.

Our pharmacy programs reach non-warehousing chain pharmacies, as well as regional chains, hospitals, nursing home providers and independent retail pharmacies. Our comprehensive shipping program can often reach and secure distribution to two-to-four times more pharmacies than traditional wholesaler programs.

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Physician & Pharmacist Profiling:

We 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.

Patient Education:

We provide information on behalf of pharmaceutical clients to patients and their families who are enrolled in caregiver support programs. We are also experienced in medical device replacement programs and we have helped refer patients to physicians that are participating in clinical trials.

Pharmacy Stocking:

We provide a stocking service that helps pharmaceutical companies contact pharmacists and place drugs in pharmacies across the United States. Through INSTOCK^SM, we target independent pharmacies located nationwide during the launch phase of new products. This service addresses what we believe is a need within the industry to reach pharmacists at non-chain locations.

The INSTOCK^SM program begins with pharmaceutical databases of pharmacists that are updated daily. Using this contact information, appropriately trained employees call independent pharmacists to present and explain a client’s new product, new indication or product line extension. Incentives for immediately stocking the product are communicated to the pharmacists and any orders are taken. These orders are processed through the pharmacy’s regional wholesaler. The stocking incentives consist mainly of cash rebates. Through relationships with wholesale distribution centers in various states in the United States, we have the ability to confirm that orders are fulfilled within 15 to 20 business days.

Clinical Trial Recruitment:

We assist pharmaceutical companies in recruiting prospective patients for clinical trials of new drugs. Our direct experience with recruitment screening has included several studies for disease states including, among others, lung cancer and 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 recruitment services or execute one or more facets of a clinical trial campaign, including script preparation, physician referrals, site support and database management.

Business Services

We provide multilingual business-to-consumer and business-to-business marketing programs from three communication centers. We reach the foreign language markets in the United States with multilingual teleservices conducted by hundreds of bi-lingual customer service and telesales professionals. Our teleservices programs are performed at three offices that are located in the Washington, DC and South Florida areas. These locations with their high multicultural populations aid in the recruitment of multilingual employees. A fourth center located in Augusta, Maine is expected to open in 2004 and will employ up to 250 employees at full capacity.

With multilingual software, we are able to access up to 50,000 multilingual households daily. Our multicultural and multilingual staff can execute business service programs in a variety of languages and dialects, including Cantonese, Korean, Mandarin, Spanish and Vietnamese. The bulk of our programs are comprised of customer services to retain existing clients’ customers, win-back programs to reestablish relationships with clients’ former customers and acquisition campaigns to attract prospective new customers. We have successfully implemented inbound, outbound and blended applications, and have experience serving a multitude of industries that include telecommunications, financial services, and insurance and consumer products.

Inbound Services:

Customer Service:

In this popular program, our teleservices agents answer incoming telephone calls on behalf of our clients. As part of the call processing, agents answer questions, resolve issues and dispense general information, as required. Our customer service products improve the level of service between our clients and their customers.

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1^st Tier Technical Support:

We have the ability to answer inquiries from callers that need assistance with either software or hardware issues. Our agents can identify the caller’s specific problem, open a trouble ticket and either resolve the issue or transfer the call to second tier support.

Sales Acquisition and Order Processing:

We work with our clients’ advertising or direct mail campaigns to offer acquisition and order processing services. Our agents assist callers with making their selection and present additional related products for their consideration. All order information including the caller’s name, mailing and billing addresses and type of payment are collected and delivered electronically to the client.

Third Party Verification:

In order to speed order processing, we offer third party verification programs. With this service, our agents either accept calls or place calls to verify order information on behalf of our clients. Order verification helps to ensure the quality of the order prior to billing and/or shipping.

Dealer Locators:

Many times consumers are interested in a new service or product; however, they need assistance in locating a neighborhood store that offers the product(s). We help these potential customers by accepting their incoming calls and dispensing information about the closest store or dealer location. This information is determined by the caller’s zip code or city, using a database provided by the client.

Coupons/Product Samples:

In some marketing campaigns, coupons or products samples are available to potential customers. We answer calls and process requests for these promotional items. The agents collect the caller’s name, address and general demographic information. The data is sent electronically to the client for fulfillment.

Product Recalls:

At times, clients utilize our communication centers for product recalls. In these instances, agents either accept or place calls to consumers. Our agents dispense important information and collect caller information as required by the client. We have the capability to get these programs operational quickly and can complete the training of agents on an accelerated schedule.

Outbound Services:

Customer Acquisition:

One of our most popular outbound programs is customer acquisition. Our agents place calls to prospects on behalf of our clients. The agents are trained to sell each prospect on the benefits of a product and/or service. The sales information is collected and electronically delivered to our clients.

Customer Retention:

In retention programs, agents place calls to existing customers on behalf of our clients. The customer databases are provided by our clients. During the calls, the agents are trained to up-sell and cross-sell additional products to generate sales and improve overall customer loyalty.

Product Awareness:

With this service, our agents contact existing customers on behalf of our clients to inform or educate them on products or services that are being offered by our clients. This program is often conducted in conjunction with a client’s product or service launch.

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Win-Back Campaigns:

One of our more challenging services is win-back campaigns. In these programs, agents are faced with the challenge of contacting customers that no longer do business with our client. Our agents are trained to sell the customer on the value of returning to our client.

Market Research/Surveys:

Through market research, our agents place calls to consumers on behalf of our clients. The agents collect information from each caller based on a predetermined set of survey questions. Answers to all questions are sent back to our client in a pre-determined format. Clients often utilize this program when considering the introduction of a new service.

Lead Generation:

We often act as a conduit to our clients’ sales departments. In lead generation programs, our agents place calls to prospects on behalf of our clients. The agents deliver a sales pitch and either generate a lead or set an appointment for our client to follow-up.

Membership Drives:

Our agents contact individuals of an organization to provide informational updates and/or encourage participation in various programs within the organization.

Preferred Customer Offers:

We place calls to our clients’ existing customers. Our agents provide important service related information and/or sell the individual on signing up for new or additional services.

Our largest teleservices clients in the Business Services Segment are SBC Communications, Inc. (“SBC”) and Sprint Corporation (“Sprint”), which accounted for $18.5 million or 36.1%, and $7.5 million or 14.6%, respectively, of our revenue for the year ended December 31, 2003.

Technology and Infrastructure

We have a technology infrastructure that includes an Intranet platform and a Java Enabled Scripting System (“JESS”). The system has four key functions: 1) Sales support and data entry of Internet orders, 2) Full computer telephony integration functionality, 3) Data systems and support, and 4) HTML and database updates.

Our technology platforms are based on an open design employing a multi-tiered client/server architecture. This platform ensures the optimal technology for future expansion and connectivity to external vendors/partners. Our systems deliver the performance, scalability and flexibility required by today’s communication centers. Our open platform architecture allows us to support the integration of systems whether they are internal or external in nature.

Our current platform includes the following key items:

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We feature the same equipment, systems and technology at all of our communication centers. This set-up allows for a strong disaster recovery design. Data backups are located off-site at secure locations to allow for true off-site recovery. Key systems feature battery and/or generator power redundancy to allow for extended runtimes during power outages. In addition, our Maryland center is located in the same building as the Federal Emergency Management Agency. As a result, we benefit from electrical service from two redundant power grids flowing into the building.

We have developed middleware that supports multilingual scripting and unlimited script branching to handle complex call scripting. This system is called Java Enabled Scripting System. The open environment is scripted using industry-standard JavaScript and HTML. All call scripting is dynamic and can be quickly modified in real-time to ensure that all agents always have the most accurate information available.

The ACD switch technology allows a center to handle inbound calls with a great deal of flexibility with respect to staffing or complexity of calls. The equipment also expands the scope of services to include larger and more complex sales campaigns. The ACD with the “Personal Greeting” feature allows one-to-one communicators to greet each caller with exactly the same message in the correct language. The ACD also provides daily reporting of calls by the half-hour and ability to track the marketing source to which the caller is responding.

Our Intranet technology platform delivers multilingual scripting (character and non-character based). Secured and parallel Internet connectivity at individual workstations enables Web access, when appropriate.

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 as television commercials or magazine advertisements. DTC ads can inform suffers 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 costs $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.

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.

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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 call center management, customer service, consulting, lead generation, fulfillment or database management services. In addition to US companies, we also compete with international firms that have centers located overseas. Though we compete with these firms, it has been the experience of the sales team that clients seeking multicultural services commonly have a preference for centers based in the United States that use multicultural residents to provide multilingual teleservices.

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.

In positioning the Company with current or prospective teleservices clients, we stress six perceived benefits. By working with Access Worldwide, companies can have a more efficient utilization of their existing in-house resources; access to technology without capital expenditures; access to a large pool of in-language agents; elimination of the need to hire and train additional staff; a possible increase in the speed of execution for new products and/or services; and the expansion of existing capacity.

We believe there are significant barriers to becoming an outsourced marketing services company with national capabilities in industries governed by state and federal regulations. 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.

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Company Business Strategy and Recent Events

Business Strategy:

Our current business strategy is to operate and grow the business on a cost-effective basis while positioning the Company to benefit from the continuing trend toward outsourcing. With the ultimate goal to increase in shareholder value and client satisfaction, our business strategy includes the following aspects:

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 began to execute expansion plans for a new communication center in Augusta, Maine and this satellite location will increase our capacity for our clients. The services to be conducted at the site will include inbound and outbound customer service, customer recruitment, win-back programs, product recalls, special promotions and coupons, and database maintenance, among others.

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. In addition, we will receive the 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. The incentives are expected to total more than $850,000.

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 2003, Access Worldwide recruited several business development/sales personnel to join the Company’s sales and marketing team. Management believes that it must increase Access Worldwide’s sales and marketing efforts to fully realize the Company’s market potential for internal growth. We will continue to add new business development/sales personnel as existing staff becomes fully utilized.

To aid in our marketing and branding efforts, we created Access Pharmaceutical Services, a joint effort between TMS and AM Medica. The two businesses are working as a single unit when marketing Access Worldwide’s pharmaceutical capabilities, responding to sales leads and executing various programs.

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. As part of the development of our communication center in Maine, we are budgeted to invest more than $400,000 for a Rockwell Spectrum Automatic Call Distributor. The technology will enable us to handle inbound calls with a great deal of flexibility with respect to staffing or complexity of calls. The equipment also allows us to conduct larger and more complex sales campaigns.

Recent Events:

On December 5, 2003, PricewaterhouseCoopers LLP (“PwC”) informed us that it was resigning as the Company’s independent auditors. There have been no material disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure in connection with PwC’s audits of Access Worldwide’s financial statements as of and for the years ended December 31, 2002 and 2001, and through December 5, 2003.

On January 29, 2004, Access Worldwide officially retained BDO Seidman, LLP (“BDO”) as new independent auditors for the Company. BDO is a national professional services firm that provides assurance, tax and, financial advisory services to publicly traded and private businesses.

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On January 29, 2004, we announced that the Board of Directors (“Board”) had officially named Guy M. Amato as President and Chief Executive Officer of TMS as the culmination of a six month transition plan. Mr. Amato joined the Company in March 2002 as Senior Vice President, Sales & Marketing and was promoted to Executive Vice President of TMS in July 2003.

As part of the transition plan, Lee Edelstein resigned as President and Chief Executive Officer of TMS, effective December 31, 2003. Mr. Edelstein entered into a consulting agreement with Access to work with Shawkat Raslan, Chairman and Chief Executive Officer of Access Worldwide on business and new program development for all pharmaceutical marketing services offered by Access Worldwide.

In conjunction with these management changes, the Company created Access Pharmaceutical Services. As part of the creation of Access Pharmaceutical Services, Katherine Dietzen, Senior Vice President of Access Worldwide and Chief Operating Officer of AM Medica began reporting directly to Mr. Amato.

In a move to reduce corporate overhead, Richard Lyew, Senior Vice President and Corporate Controller will succeed 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 Certified Public Accountant licensed in the State of New York and a member of the American Institute of Certified Public Accountants.

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,” is currently pending with the U.S. Patent and Trademark Office. In June 2001, legal counsel for World Access, Inc. requested an extension of time to oppose our application. However, on December 4, 2003, World Access, Inc. formally dropped their 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 the application. 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 clients. However, we could be subject to a variety of enforcement or private actions for our failure or the failure of our clients to comply with such regulations.

Pharmaceutical Regulations:

Pharmaceutical companies are subject to significant federal and state regulations. Currently, the Food, Drug and Cosmetics Act provides 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.

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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 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. Initially the FTC had proposed a compliance date of March 31, 2003 for this requirement; however, the agency deferred the effective date to 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 places still do not have Caller ID technology, and firms in those areas 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.

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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, the failure to comply with the requirements in other states could result in fines and/or a ban on calls into such states. We currently have one application pending in a state where such registration has yet to be formalized.

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 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.

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 Worldwide, 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 multiple languages 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 communication 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.

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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.

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:

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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 and November 13, 2003, 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.

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.

Pharmaceutical Marketing and Medical Education Competitors

In the pharmaceutical marketing and medical education industries, we have many competitors including the in-house sales and marketing departments of current and potential clients, large advertising agencies and national consulting firms that offer healthcare consulting and medical communication services, including boutique firms specializing in the healthcare industry and the healthcare departments of large firms.

We face some of our most significant competition from other companies that provide outsourced promotional and educational services and from large advertising agencies, which may seek to expand their service offerings. In addition, the pharmaceutical companies’ in-house sales and marketing departments may provide similar services to those provided by us and competition could increase as a result of the expansion of the in-house marketing capabilities by our customers or in the pharmaceutical industry in general.

Some of our competitors are smaller, regionally focused companies that provide a limited number of promotional, marketing and educational services, usually focused on the pharmaceutical industry. Several of these competitors; however, offer services that are wider in scope than those we offer. There are also many large providers of symposia and educational conferences.

Communication Center Competitors

The teleservices industry is extremely fragmented with many companies offering communication center management, customer service, consulting, lead generation, fulfillment or database management services. We compete with large teleservices companies 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 Worldwide, and we anticipate 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.

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Furthermore, we believe that the growth in the telephone marketing industry 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 multiple languages 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 communication centers in countries such as Canada and India to reach U.S. consumers in