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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 thes