**U.S. SECURITIES AND EXCHANGECOMMISSION**

 

#### **Washington,D.C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 1)**

 

**ý**    **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002**

 

**or**

 

**o****    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**

 

**COMMISSION FILENUMBER: 0-11933**

 

**AXCESS INTERNATIONAL INC.**

**(formerly AXCESSInc.)**

(Exact name of small business issuer asspecified in its charter)

 

| **Delaware**                                                   |   | **85-0294536**                       |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| **3208 Commander Drive  Carrollton, Texas**                    |   | **75006**                            |
| (Address of principal executive offices)                       |   | (Zip Code)                           |
|                                                           |   |                                 |
| **(972) 407-6080**                                             |   |                                 |
| (Issuer’s Telephone Number)                               |   |                                 |
|                                                           |   |                                 |

 

Securities registered pursuant to Section 12(b) of the Exchange Act: **NONE**

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

 

| **Title of Class:**                                      |   | **Name of exchange on which  registered:** |
|----------------------------------------------------------|--------|--------------------------------------------|
| Voting Common Stock, par value $.01 per share            |   | Over-The-Counter Bulletin Board            |
|                                                     |   |                                       |
| **16,566,148**                                           |
| (Number of Shares Outstanding as of: **March 14, 2003**) |

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act during the past 12 months (or for suchshorter 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 ýNo o

 

Check if there is no disclosure of delinquentfilers in response to Item 405 of Regulation S-B contained in this form, and nodisclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-KSB or any amendment to this Form 10-KSB. o

 

The issuer’s revenues for the fiscal yearended December 31, 2002 were $1,596,221.

 

On March 14, 2003, the aggregate market valueof voting and non-voting common equity held by non-affiliates of the registrantwas approximately $2,181,738. This amount was calculated by reducing the totalnumber of shares of the registrant’s common stock outstanding by the totalnumber of shares of common stock held by officers and directors, andstockholders owning in excess of 5% of the registrant’s common stock, andmultiplying the remainder by the average of the bid and asked price for theregistrant’s common stock on March 14, 2003, as reported on theOver-The-Counter Bulletin Board Market. The information provided shall in noway be construed as an admission that any officer, director or more than 5%stockholder of the issuer may be deemed an affiliate of the issuer or that suchperson is the beneficial owner of shares reported as being held by such person,and any such inference is hereby disclaimed.

 

Documents Incorporated by Reference:  None.

 

Transitional Small BusinessDisclosure Format: Yes oNo ý

 

 

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**AXCESS INTERNATIONALINC.**

**INDEX**

 
| **PART II**                                                                        |
|------------------------------------------------------------------------------------|
| **Item 5. MARKET FOR COMMON EQUITY AND  RELATED STOCKHOLDER MATTERS**              |
|                                                                               |
| **PART III**                                                                       |
| **Item  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;**         |
|                                                                               |
| **Item 10. EXECUTIVE COMPENSATION**                                                |
|                                                                               |
| **Item 11.  SECURITY OWNERSHIP  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** |
|                                                                               |
| **Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**                        |
|                                                                               |
| **SIGNATURES**                                                                     |
|                                                                               |
| **CERTIFICATIONS**                                                                 |

 

2

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Annual Report onForm 10-KSB of AXCESS International Inc. (the “Company”) amends Item 5 of PartII as described herein, and amends and restates in its entirety items 9 through12 of Part III of the Company’s Annual Report on Form 10-KSB filed with theCommission on April 15, 2003. Unless otherwise expressly stated, this AmendmentNo. 1 does not reflect events occurring after the filing of the original Form10-KSB, or modify or update in any way disclosures contained in the originalForm 10-KSB.

 

**PART II**

 

**Item 5. MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS.**

 

Item 5 is hereby amended to addthe information contained in Item 12 hereof regarding the issuance of aconvertible promissory note and shares of common stock to the wife of RichardC.E. Morgan.

 

**PART III**

 

**Item 9. DIRECTORS****, EXECUTIVE OFFICERS, PROMOTERSAND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.**

 

**Managementof the Company**

 

The board elects executiveofficers annually at its first meeting following the annual meeting ofstockholders. The following table sets forth, as of December 31, 2002, theCompany’s directors, executive officers and significant employees, their ages,and their positions within the Company.

 
| **Name**             |   | **Age** |   | **Position**                                               |   | **Committee** |   |
|----------------------|--------|---------|--------|------------------------------------------------------------|--------|---------------|--------|
| Richard C.E. Morgan  |   | 58      |   | Chairman of the Board of Directors                         |   | (1) (3)       |   |
| Allan Griebenow      |   | 50      |   | Director,  President and Chief Executive Officer           |   | (1)           |   |
| Allan L. Frank       |   | 38      |   | Vice  President, Secretary and Chief Financial Officer (4) |   |          |   |
| Michael Uremovich    |   | 49      |   | Vice President,  Sales and Marketing (5)                   |   |          |   |
| Robert J. Bertoldi   |   | 53      |   | Directors                                                  |   | (2)           |   |
| Paul J. Coleman, Jr. |   | 71      |   | Director                                                   |   | (2)           |   |
| Robert F. Hussey     |   | 53      |   | Director                                                   |   | (2)           |   |

 

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(1) Executive Committee

 

(2) Audit Committee

 

(3) Compensation Committee

 

(4) On March 20, 2002, theboard of directors appointed Allan L. Frank to the positions of Vice President,Secretary and Chief Financial Officer.

 

(5) During April 2003, Mr.Uremovich elected to leave his position with the Company to pursue otherprofessional opportunities.

 

**RICHARDC.E. MORGAN** has served as a director and Chairman ofthe Board of the Company since 1985. Since 1986 he has been a managing member of Antiope Partners L.L.C. andAmphion Partners L.L.C.  In November1999, Mr. Morgan co-founded VennWorks LLC and since then, has served as itsChairman and Chief Executive Officer. In 1995, Mr. Morgan co-founded Amphion Capital Management L.L.C., aprivate equity and venture capital firm, and since then has served as one of itsManaging Partners.  From 1986 to 1998,Mr. Morgan was the Managing General Partner of Wolfensohn Partners L.P., thepredecessor to Amphion Capital Management. Mr. Morgan serves on the board of directors of Celgene Corp., whichdevelops and markets biotechnology products. Mr. Morgan is also a director of several private and non-profitcompanies, including Orbis International, Inc. a non-profit organizationdedicated to fighting blindness worldwide.

 

**ALLANGRIEBENOW** has served as a director, President andChief Executive Officer of the Company since July 1999. He founded Prism Video,Inc. in 1994 and was Chief Executive Officer of Prism Video, Inc. from 1994 toJuly 1999.  Mr. Griebenow is currentlyPresident, CEO and Director of PVHoldings, (a current holder of equity and debtof AXCESS).  Mr. Griebenow spent thepast 20 years in the telecommunications and advanced applications industries.He started his career in 1979 as a Presidential Management Intern with NASA,and holds a B.S. in Business Administration from the University of Maryland andan MBA from San Francisco State University.

 

3

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**ALLANL. FRANK** has served as Vice President, Secretary andChief Financial Officer of the Company since March 2002.  From July 1999 through June 2001, Mr. Frankwas Vice President, Chief Financial Officer and Secretary for Vast Solutions,Inc. a spin-off from Paging Network Inc. (“PageNet”).  Vast Solutions, Inc. filed for bankruptcy in April of 2001.  From September 1993 through July 1999, Mr.Frank severed in numerous positions at PageNet, including as Vice PresidentCorporate Development and Director of Financial Analysis, and as Director ofInternational Finance for Paging Network International, a subsidiary ofPageNet.  Prior to PageNet, Mr. Frankworked at FoxMeyer Corporation, OrNda HealthCare and Dalfort AviationServices.  Mr. Frank holds a B.S. inBusiness Administration from The Ohio State University and an MBA from theUniversity of North Texas.

 

**MICHAELUREMOVICH** has served as Vice President of Sales &Marketing of the Company since July 1999. He was Vice President Sales & Marketing of Prism Video, Inc. from1997 until 1999, when the Company acquired Prism Video, Inc.’s digital videotechnology. From 1992 to 1996, Mr. Uremovich held positions of Regional SalesManager, Director of Sales, and Vice President, Sales & Marketing forComputrac, Inc. and for Amtech, both Dallas-based technology companies.  Mr. Uremovich earned his B.S. in BusinessAdministration and marketing from the University of Texas at Dallas.

 

**ROBERTJ. BERTOLDI** has been a director of the Company sinceJune 2000.  Since January 2000, Mr.Bertoldi has been the President of VennWorks LLC, a venture capital limitedliability company that he co-founded. Since before 1995, Mr. Bertoldi has been a Managing Partner of AmphionCapital Management, LLC., and co-manager of Amphion Ventures, LP, anearly-stage technology life sciences fund.

 

**PAULJ. COLEMAN, JR**. has served as a director of theCompany since 1982. He is president and chief executive officer of the GirvanInstitute of Technology, a non-profit, public benefit corporation engaged inresearch, technology development, and education related to the nation’saerospace program.  Dr. Coleman is aprofessor of space physics emeritus at the University of California at LosAngeles (“UCLA”). He currently serves as a director of Biocentric Solutions,Inc. Knowledge Vector, Inc. and the Girvan Institute.  He is a former director of CACI International, Fairchild Spaceand Defense Corporation, the Universities Space Research Association andothers.  His earlier positions includethose of assistant director, Los Alamos National Laboratory; president andchief executive officer, Universities Space Research Association; director,Institute of Geophysics and Planatary Physics as UCLA; and director, NationalInstitute for Global Environmental Change of the U.S. Department of Energy.

 

**ROBERTF. HUSSEY** has served on the board since September2002.  Mr Hussey currently serves as theChief Operating Officer and Director of H.C. Wainwright & Co.  Mr. Hussey also services on the boards ofDigital Data Networks, Inc., Digital Lightwave Inc., NUR Corporation and on theboard of advisors for Argentum Capital Partners and Kaufman Fund.  From 1991 through 1996, Mr. Hussey served asPresident, CEO and Director of MetroVision of North America.  From 1984 through 1991 Mr. Hussey wasFounder, President, CEO and Director of POP Radio Corp.  Prior to POP Radio, Mr. Hussey worked atGrey Advertising, Inc., E.F. Hutto and American Home Products, Inc.  Mr. Hussey received a B.S. in BusinessAdministration from Georgetown University and an MBA in International fromGeorge Washington University.

 

**SubsequentEvents**

 

In April 2003, MichaelUremovich, then the Company’s Vice President of Sales & Marketing, electedto leave his position with the Company to pursue other professionalopportunities.

 

**Section 16(a) Beneficial Ownership ReportingCompliance**

 

Under Section 16(a) of the Exchange Act, directors, certain officersand beneficial owners of 10% or more of the Company’s Voting Common Stock arerequired from time to time to file with the Securities and Exchange Commissionreports on Forms 3, 4 or 5, relating principally to transactions in Companysecurities by such persons.  Basedsolely upon a review of Forms 3, 4 and 5 submitted to the Company during andwith respect to 2002, all of these individuals or entities timely filed theirrespective Forms 3, 4 or 5 required by Section 16(a) of the Exchange Act during2002, except for Allan Griebenow, Allan Frank, Michael Uremovich, RobertHussey, Amphion Ventures, L.P. and VennWorks LLC.

 

Allan Griebenow failed to file a Form 4 for June 2002 to report theissuance to him of an employee stock option to purchase a total of 85,000shares of common stock of the Company, at an exercise price of $1.70 per share,where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and2006.

 

Richard Morgan failed to file a Form 4 for July 2002 to report theissuance to his wife of 25,000 shares of Common Stock pursuant to the terms ofa convertible promissory note made to the Company on July 30, 2002.

 

4

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Allan Frank failed to file a Form 4 for June 2002 to report theissuance to him of an employee stock option to purchase a total of 85,000shares of common stock of the Company, at an exercise price of $1.70 per share,where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and2006.

 

Michael Uremovich failed to file a Form 4 for June 2002 to report theissuance to him of an employee stock option to purchase a total of 85,000shares of common stock of the Company, at an exercise price of $1.70 per share,where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and2006.

 

Robert F. Hussey failed to file Form 4 for September 2002 to report theissuance to him of a director stock option to purchase a total of 50,000 sharesof common stock of the Company, at an exercise price of $1.15, where one-fourthof the option vests on each of September 10, 2003, 2004, 2005 and 2006.

 

Each of Amphion Ventures and VennWorks failed to file Form 4s to reportthe issuance in 2002 by the Company of promissory notes convertible intopreferred stock, and the conversion of shares of preferred stock into commonstock.  These transactions are describedmore fully under Item 12. “CertainRelationships and Related Transactions —Amphion Ventures, L.P.Promissory Note Issuances and Conversions,”Item 12. “Certain Relationships and Related Transactions—VennWorks LLCPromissory Note Issuances and Conversions,”and Item 12. “Certain Relationships and Related Transactions—Preferred StockConversions.”

 

**Item10. EXECUTIVE COMPENSATION.**

 

The following table summarizesthe compensation earned by the Company’s Chief Executive Officer and theCompany’s two other most highly compensated executive officers (whoseannualized compensation exceeded $100,000), collectively called the “namedexecutive officers,” for services rendered in all capacities to the Company duringthe fiscal years ended December 31, 2002, 2001, and 2000.

 

**Summary Compensation Table**

 
|                             |   |     |     |                    |       |          |       | **Long-Term  Compensation**             |       |                                 |       |
|----------------------------------|--------|----------|----------|-------------------------|------------|---------------|------------|-----------------------------------------|------------|--------------------------------------|------------|
|                             |   |     |     |                    |       |          |       | **Securities  Underlying  Options (#)** |       | **All Other  Compensation  ($) (1)** | ** ** |
|                             |   |     |     | **Annual Compensation** | ** ** | ** **    | ** ** |
| **Name and Principal Positions** |   | **Year** |     | **Salary ($)**          |       | **Bonus ($)** |       |                                    | ** ** |
| Allan Griebenow                  |   | 2002     | (2)      | 182,090                 |       | —        |       | 85,000                                  |       | —                               |       |
| President and Chief              |   | 2001     |     | 230,009                 |       | —        |       | 150,392                                 |       | 4,250                                |       |
| Executive Officer                |   | 2000     |     | 220,438                 |       | 35,014        |       | 124,112                                 |       | 4,250                                |       |
|                             |   |     |     |                    |       |          |       |                                    |       |                                 |       |
| Allan L. Frank                   |   | 2002     | (3), (4) | 103,039                 |       | —        |       | 285,000                                 |       | —                               |       |
| Vice President, Secretary        |   | 2001     |     | —                  |       | —        |       | —                                  |       | —                               |       |
| and Chief Financial Officer      |   | 2000     |     | —                  |       | —        |       | —                                  |       | —                               |       |
|                             |   |     |     |                    |       |          |       |                                    |       |                                 |       |
| Michael Uremovich                |   | 2002     | (5)      | 109,314                 |       | —        |       | 35,000                                  |       | —                               |       |
| Vice President of Sales          |   | 2001     |     | 138,080                 |       | 28,099(6      | )          | 50,132                                  |       | 1,662                                |       |
|                             |   | 2000     |     | 133,417                 |       | 15,227(6      | )          | 41,372                                  |       | 1,334                                |       |

 

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(1)Represents the Company’s contributions to 401(k) plans.

 

(2)Includes $14,374 of accrued salary expense that the Company has not paid.  However, it does not include the period Mr.Griebenow was furloughed.  The Companyfurloughed all of its employees without compensation from October 16, 2002through December 31, 2002.

 

(3) Represents compensationearned from March 2002, when Mr. Frank joined the Company.

 

(4)Includes $11,249 of accrued salary expense that the Company has not paid.  However, it does not include the period Mr.Frank was furloughed.  The Companyfurloughed all of its employees without compensation from October 16, 2002through December 31, 2002.

 

(5) Includes$8,629 of accrued salary expense that the Company has not paid.  However, it does not include the period Mr.Uremovich was furloughed.  The Companyfurloughed all of its employees without compensation from October 16, 2002through December 31, 2002.

 

(6)Represents commission based on the Company’s revenue.

 

5

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**StockOption Grants in 2002 to the Company’s Named Executive Officers**

 

The following table providesinformation regarding the stock options granted by the Company to the namedexecutive officers during the fiscal year ended December 31, 2002.  Other than those persons listed in thefollowing table, the Company did not grant any stock options to any other namedexecutive officers.  One-fourth of eachof the options listed in the table below vests on the anniversary of the dateof the option grant, beginning on the first anniversary of the date of theoption grant, through the fourth anniversary of the date of the option grant.

 
|              |   | **Option  Grants in Last Last Fiscal Year  Individual Grants** |                                           |
|-------------------|--------|----------------------------------------------------------------|------------------------------------------------|
|              |   | **Number of  Securities  Underlying  Options  Granted (#)**    |                                           |   |   |   |   |   |   |
|              |   |                                                           | **% of  Total Options  Granted to  Employees** |   |   |   |   |   |
|              |   |                                                           |                                           | **Exercise or  Base Price  ($/Sh) (1)** |   |   |   |
|              |   |                                                           |                                           |   | **Expiration  Date** |   |
| **Name**          |   |                                                           |                                           |   | ** ** |
| Allan Griebenow   |   | 85,000                                                         |                                           | 9 | % | 1.70 |   | 06/05/2012 |   |
| Allan L. Frank    |   | 200,000                                                        |                                           | 20 | % | 3.00 |   | 03/23/2012 |   |
| Allan L. Frank    |   | 85,000                                                         |                                           | 9 | % | 1.70 |   | 06/05/2012 |   |
| Michael Uremovich |   | 35,000                                                         |                                           | 4 | % | 1.70 |   | 06/05/2012 |   |

 

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(1)           The exercise price is equal to the closing priceof the Common Stock on the date of the grant.

 

**AggregateOption Exercises in 2002 by the Company’s Executive Officers**

 

The following table providesinformation as to options exercised, if any, by each of the named executiveofficers in 2002 and the value of options held by those officers at year-endmeasured in terms of the last reported sale price for the shares of theCompany’s Voting Common Stock on December 31, 2002 ($0.52 as reported on theOver-The-Counter Bulletin Board).

 
|              |   |                              |                |            |   | **Number of  Securities  Underlying Unexercised  Options at December 31, 2002** |    | **Value of  Unexercised  In-the-Money Options  at December 31, 2002** |    |
|-------------------|--------|-----------------------------------|---------------------|-----------------|--------|---------------------------------------------------------------------------------|---------|-----------------------------------------------------------------------|---------|
|              |   | **Shares  Acquired On  Exercise** |                |            |   |                                                                            |    |
|              |   |                              | **Value  Realized** |            |   |                                                                            |
| **Name**          |   |                              |                | **Exercisable** |   | **Unexercisable**                                                               |    | **Exercisable**                                                       |    | **Unexercisable** |   |
| Allan Griebenow   |   | —                            |                | $               | — |                                                                            | 437,154 |                                                                  | 372,349 |   | $ | — |   | $ | — |   |
| Allan L. Frank    |   | —                            |                | $               | — |                                                                            | —  |                                                                  | 285,000 |   | $ | — |   | $ | — |   |
| Michael Uremovich |   | —                            |                | $               | — |                                                                            | 125,718 |                                                                  | 130,784 |   | $ | — |   | $ | — |   |

 

**Compensationof the Company’s Directors**

 

The current policy of theCompany is to pay each director who is not employed by the Company and who doesnot beneficially own more than 5% of the shares of common stock outstanding thecompensation set forth in the Director Compensation Plan. Under the DirectorCompensation Plan, each eligible director receives an annual grant of 10,000options to acquire common stock at an exercise price equal to the fair marketvalue per share of the common stock at the time the option is granted. Theannual grant customarily takes place shortly after each annual meeting of theCompany’s stockholders. All new board members receive 50,000 options to acquirecommon stock at an exercise price equal to the fair market value per share ofthe common stock on the date the board member is elected by the Company’sstockholders.  All new board memberswill also be eligible to receive the annual grant. The Company has temporarilysuspended paying any cash to eligible directors for preparing and attendingmeetings of directors and committees until the Company reports quarterly netearnings. Once the Company has reported net earnings for a fiscal quarter, theCompany will reconsider paying additional cash consideration to eligibledirectors. While directors do not receive additional compensation for attendingmeetings, the Company pays ordinary and necessary out-of-pocket expenses fordirectors to attend board and committee meetings. Directors who are officers oremployees of the Company receive no fees for service on the board or committeesthereof.

 

**EmploymentAgreement with Mr. Griebenow**

 

On July 16, 1999, the Company entered into anagreement with Allan Griebenow, under which Mr. Griebenow agreed to be theCompany’s president and chief executive officer.  The agreement provides that Mr. Griebenow will receive a salaryequal to $17,917 per month, a bonus payable within 90 days after the end of theCompany’s fiscal year of up to 30% of his base salary, and option grants toacquire 450,000 shares of the Company’s Common Stock.  If the Company terminates Mr. Griebenow’s employment at any timewithout cause, as defined in the employment agreement, then Mr. Griebenow willbe entitled to continue to receive his then current salary for the six-monthperiod following his termination.

 

6

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**Item11. SECURITY OWNERSHIP****OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

 

The following table sets forththe number of shares of each class of stock beneficially owned as of April 1,2003 by each person known by the Company to be the beneficial owner of morethan 5% of any class of the Company’s voting securities as of April 1,2003.  Except as noted below, to theCompany’s knowledge, each stockholder listed below has sole voting andinvestment power with respect to all shares of stock shown beneficially ownedby the stockholder.

 
| **Name and Address of  Beneficial Owner** |   | **Title of Class**          |       | **Amount and  Nature of  Beneficial Owner** |       | **Percentage  of Class** |       | **Percentage of  Common Voting  Power** |       |
|-------------------------------------------|--------|-----------------------------|------------|---------------------------------------------|------------|--------------------------|------------|-----------------------------------------|------------|
|                                      |   |                        | ** ** |                                        | ** ** |                     | ** ** |                                    | ** ** |
| Amphion Group (1)                         |   | Voting Common Stock         |       | 14,002,178                                  | (2)        | 74.0                     | %          | 70.6                                    | %          |
| 350 Madison Avenue                        |   | Series I Preferred Stock    |       | 65                                          |       | 51.6                     | %          | 1.2                                     | %          |
| New York, NY 10021                        |   | Series J Preferred Stock    |       | 157                                         |       | 89.1                     | %          | 3.0                                     | %          |
|                                      |   |                        |       |                                        |       |                     |       |                                    |       |
| PV Proceeds Holdings, Inc.                |   | Voting Common Stock         |       | 500,000                                     | (3)        | 2.6                      | %          | 2.4                                     | %          |
| 3208 Commander Dr.                        |   | Series 1999 Preferred Stock |       | 152                                         |       | 100.0                    | %          | 2.9                                     | %          |
| Carrollton, TX 75006                      |   |                        |       |                                        |       |                     |       |                                    |       |
|                                      |   |                        |       |                                        |       |                     |       |                                    |       |
| H.T. Ardinger                             |   | Voting Common Stock         |       | 31,491                                      |       | *                        |       | *                                       |       |
| 9040 Governors Row                        |   | Series I Preferred Stock    |       | 52                                          |       | 41.6                     | %          | 1.0                                     | %          |
| Dallas, TX 75247                          |   | Series J Preferred Stock    |       | 2                                           |       | 1.1                      | %          | *                                       |       |
|                                      |   |                        |       |                                        |       |                     |       |                                    |       |
| Jackson Hole                              |   | Voting Common Stock         |       | 3,437                                       |       | *                        |       | *                                       |       |
| 667 Madison Avenue                        |   | Series C Preferred Stock    |       | 11,522                                      |       | 100.0                    | %          | 1.9                                     | %          |
| New York, NY 10021                        |   | Series J Preferred Stock    |       | 15                                          |       | 8.5                      | %          | *                                       |       |

 

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*   Less than 1%.

 

(1)   See the following table regardingthe beneficial ownership of the Amphion Group.

 

(2)   Includes 719,358 shares thatthe Amphion Group has the right to acquire pursuant to warrants and optionsthat are exercisable within 60 days.

 

(3)   All 500,000 shares representshares that PV Proceeds Holdings, Inc. has the right to acquire pursuant towarrants that are exercisable within 60 days.

 

The following table sets forththe number of shares beneficially owned by the Amphion Group, which is definedto include Mr. Richard C.E. Morgan, a British citizen and Chairman of the boardof directors of the Company (“Mr. Morgan”), Mrs. Anna Morgan, a British citizenand wife of Richard C.E. Morgan (Mrs. Morgan”), Robert J.  Bertoldi, a U.S. citizen and director of theCompany (“Mr. Bertoldi”), Amphion Ventures, L.P., a Delaware limitedpartnership (“Amphion Ventures”), Amphion Partners L.L.C., a Delaware limitedliability company  (“Amphion Partners”),Amphion Investments L.L.C., a Delaware limited liability company (“AmphionInvestments”), Antiope Partners L.LC., a Delaware limited liability company(“Antiope Partners”), and VennWorks LLC, a Delaware limited liability companyformerly known as incuVest L.L.C., (“VennWorks”).

 

The Amphion Group disclaims inits filings with the Securities and Exchange Commission that it holds anysecurities of the Company as a group, within the meaning of any applicablesecurities law or regulation.  AmphionPartners is the sole general partner of Amphion Ventures.  Messrs. Morgan and Bertoldi are the managingmembers of Amphion Partners, Antiope Partners and Amphion Investments.  Mr. Morgan is the Chairman of the board ofdirectors and the chief executive officer of VennWorks.  Mr. Bertoldi is the president of VennWorks.

 

Based on an amended Schedule13D filed by certain members of the Amphion Group with the SEC on February 10,2000, Amphion Ventures, Amphion Partners and Mr. Morgan share voting power withrespect to certain of the shares owned by them.  Also based on the Schedule 13D, Mr. Morgan shares voting powerfor the shares held by Amphion Investments, Antiope Partners and certain othershares held by Amphion Partners.  Mr.Morgan disclaims beneficial ownership of the shares held by each of the AmphionGroup.

 

7

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|                   |   | **Voting Common** |   | **Series I Preferred Stock** |   | **Series J Preferred Stock** |   |
|------------------------|--------|-------------------|--------|------------------------------|--------|------------------------------|--------|
| Amphion Ventures       |   | 9,606,188         | (1)    | —                       |   | —                       |   |
| Amphion Partners       |   | 108,232           |   | —                       |   | —                       |   |
| Amphion Investment     |   | 54,000            |   | —                       |   | —                       |   |
| Antiope Partners       |   | 86,534            |   | 65                           |   | 157                          |   |
| VennWorks              |   | 3,774,824         |   | —                       |   | —                       |   |
| Richard Morgan         |   | 337,400           | (2)    | —                       |   | —                       |   |
| Robert Bertoldi        |   | 35,000            | (3)    | —                       |   | —                       |   |
| Total of Amphion Group |   | 14,002,178        |   | 65                           |   | 157                          |   |

 

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(1)           Includes warrants topurchase 681,358 shares of Common Stock that are exercisable within 60 days.

 

(2)           Includes options topurchase 3,000 shares of Common Stock that are exercisable within 60 days and25,000 shares of Common Stock issued to Mrs. Morgan the wife of Mr. Morgan.

 

(3)           Includes options topurchase 35,000 shares of Common Stock that are exercisable within 60 days.

 

The following table sets forththe number of shares of each class of stock beneficially owned as of April 1,2003 by each director who beneficially owns equity securities and the executiveofficers of the Company, and all of the Company’s directors and executive officersas a group.  The business address ofeach director and executive officer is c/o AXCESS International Inc., 3208Commander Drive, Carrollton, Texas 75006. To the Company’s knowledge, each stockholder listed below has solevoting and investment power with respect to all shares of stock shownbeneficially owned by the stockholder, except for Mr. Morgan’s beneficialownership, which is discussed in the introduction to the previous table above.

 
| **Name of****Beneficial  Owner** |   | **Title of Class**       |   | **Amount and  Nature of  Beneficial Owner** |   | **Percentage  of Class** |   | **Percentage of  Common  Voting Power** |   |
|----------------------------------|--------|--------------------------|--------|---------------------------------------------|--------|--------------------------|--------|-----------------------------------------|--------|
| Richard C.E. Morgan (1)          |   | Voting Common Stock      |   | 13,967,178                                  |   | 73.8                     | %      | 66.3                                    | %      |
|                             |   | Series I Preferred Stock |   | 65                                          |   | 51.6                     | %      | 1.2                                     | %      |
|                             |   | Series J Preferred Stock |   | 157                                         |   | 89.1                     | %      | 3.0                                     | %      |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Robert J. Bertoldi (2)           |   | Voting Common Stock      |   | 13,664,778                                  |   | 72.2                     | %      | 64.8                                    | %      |
|                             |   | Series I Preferred Stock |   | 65                                          |   | 51.6                     | %      | 1.2                                     | %      |
|                             |   | Series J Preferred Stock |   | 157                                         |   | 89.1                     | %      | 3.0                                     | %      |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Allan Griebenow (3)              |   | Voting Common Stock      |   | 537,330                                     |   | 2.8                      | %      | 2.5                                     | %      |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Paul J. Coleman, Jr. (4)         |   | Voting Common Stock      |   | 61,830                                      |   | *                        |   | *                                       |   |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Allan L. Frank (5)               |   | Voting Common Stock      |   | 71,250                                      |   | *                        |   | *                                       |   |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Robert F. Hussey                 |   | Voting Common Stock      |   | —                                      |   | *                        |   | *                                       |   |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| Michael Uremovich (6)            |   | Voting Common Stock      |   | 188,545                                     |   | 1.0                      | %      | *                                       |   |
|                             |   |                     |   |                                        |   |                     |   |                                    |   |
| All Directors, Director          |   | Voting Common Stock      |   | 14,861,133                                  |   | 78.5                     | %      | 70.5                                    | %      |
| Nominees and                     |   | Series I Preferred Stock |   | 65                                          |   | 51.6                     | %      | 1.2                                     | %      |
| Executive Officers as            |   | Series J Preferred Stock |   | 157                                         |   | 89.1                     | %      | 3.0                                     | %      |
| a group (7 individuals)          |   |                     |   |                                        |   |                     |   |                                    |   |

 

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*      Less than 1%.

 

(1)   The number of shares ofVoting Common Stock includes 309,400 shares held directly, 3,000 shares thatMr. Morgan has the right to acquire pursuant to options that are exercisablewithin 60 days, 12,948,420 shares held by other entities within the AmphionGroup (defined in Note 1 to the immediately preceding table above), 681,358shares that entities within the Amphion Group have the right to acquirepursuant to options and warrants that are exercisable within 60 days, 25,000shares owned by Mr. Morgan’s wife.  Asdetailed in Note 1 to the immediately preceding table above, Mr. Morgandisclaims beneficial ownership of all shares beneficially owned by entities withinthe Amphion Group.

 

8

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(2)   Includes 35,000 shares thatMr. Bertoldi has the right to acquire pursuant to options that are exercisablewithin 60 days. Includes 12,948,420 shares held by other entities within theAmphion Group (defined in Note 1 to the immediately preceding table above), and681,358 shares that entities within the Amphion Group have the right to acquirepursuant to options and warrants that are exercisable within 60 days.  As detailed in Note 1 to the immediatelypreceding table above, Mr. Bertoldi disclaims beneficial ownership of allshares beneficially owned by entities within the Amphion Group.

 

(3)   Includes 10,300 shares ofCommon Stock held directly by Mr. Griebenow and 527,030 shares that Mr.Griebenow has the right to acquire pursuant to options that are exercisablewithin 60 days.  Mr. Griebenow is thepresident and chief executive officer, and an 11% owner of the stock of PVProceeds Holdings, Inc., a beneficial owner of more than 5% of the Company’sCommon Stock.  Mr. Griebenow deniesbeneficial ownership of the shares of the Company’s Common Stock owned by PVProceeds Holdings, Inc.

 

(4)   Includes 80 shares of CommonStock held directly by Mr. Coleman and 61,750 shares that Mr. Coleman has theright to acquire pursuant to options that are exercisable within 60 days.

 

(5)   All 71,250 shares representshares that Mr. Frank has the right to acquire pursuant to options that areexercisable within 60 days.

 

(6)   Includes 11,200 shares ofCommon Stock held directly by Mr. Uremovich and 177,345 shares that Mr.Uremovich has the right to acquire pursuant to options that are exercisablewithin 60 days.  Mr. Uremovich resignedhis position with the Company in April 2003.

 

Additional information regarding theCompany’s Equity Compensation Plans is contained in Item 5.

 

**Item12. CERTAIN RELATIONSHIPS****AND RELATED TRANSACTIONS.**

 

##### **VennWorks**

On January 12, 2001, the Company entered intoa 9.0% convertible demand note (“9% Demand Note”) with VennWorks. The principaloutstanding under this note may be converted into securities of the Company atthe option of VennWorks. The borrowings are unsecured and are due and payableon demand by VennWorks.  On March 30,2001, VennWorks elected to convert $2,000,000 of demand note borrowings into200 shares of Series 2000 non-voting Preferred Stock, leaving a balance of$16,106 under the 9% Demand Note outstanding at March 31, 2001. During thethree months ended June 30, 2001, the Company borrowed an additional $1,070,000under the 9% Demand Note. On June 29, 2001, VennWorks elected to convert$1,080,000 of the principal balance and $80,000 of accrued interest payable onthis note into 116 shares of Series 2000 non-voting Preferred Stock, leaving abalance of $6,106 under this note outstanding at June 30, 2001. During thethree months ended September 30, 2001, the Company borrowed an additional$600,000 under the 9% Demand Note. On September 28, 2001, VennWorks elected toconvert $600,000 of the principal balance on this note into 60 shares of Series2000 non-voting Preferred Stock, leaving a balance of $6,106 under this noteoutstanding at September 30, 2001. During the three months ended December 31,2001, the Company borrowed an additional $797,149 under this note, leaving abalance of $803,255 under this note outstanding at December 31, 2001.  No borrowings were made under this noteduring 2002.  On December 31, 2002 therewas an outstanding balance of $803,255 on this note.

 

The Company entered into a6.75% convertible note with VennWorks LLC dated February 14, 2002. During 2002the Company borrowed $814,000 under this note. The principal outstanding underthis note may be converted into securities of the Company at the option ofVennWorks on terms yet to be specified. The borrowings are unsecured and are dueand payable on demand by VennWorks.

 

**Amphion Ventures,L.P.**

On June 29, 2001, Amphion Ventures, L.P.elected to convert $580,000 of the outstanding principal balance and $140,000of accrued interest of a 10% note payable, dated April 30, 1998, issued by theCompany to Amphion Ventures, L.P. The borrowings and interest payable wereconverted into 72 shares of the Company’s Series 2000 Non-Voting PreferredStock.

 

On September 28, 2001, the Amphion Groupelected to convert (a) 306.25 shares of Series 2000 Non-Voting Preferred Stockwith an issue price of $10,000 per share and a conversion price of $3.50 pershare, into 875,000 shares of the Company’s common stock, (b) 214 shares ofSeries J Preferred Stock with an issue price of $10,000 per share and a conversionprice of $4.00 per share, into 535,000 shares of the Company’s common stock,and (c) 556.55 shares of Series I Preferred Stock with an issue price of$10,000 per share and a conversion price of $4.00 per share, into 1,391,374shares of the Company’s common stock.

 

9

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On December 31, 2001, the Amphion Groupelected to convert (a) 1,497.04 shares of Series 2000 Non-Voting PreferredStock with an issue price of $10,000 per share and a conversion price of $3.50per share, into 4,277,264 shares of the Company’s common stock, (b) 1,783.34shares of Series J Preferred Stock with an issue price of $10,000 per share anda conversion price of $4.00 per share, into 5,095,254 shares of the Company’scommon stock, (c) 70,356 shares of Series A Preferred Stock with an issue priceof $26 per share and a conversion price of $1.00 per share into 70,356 sharesof the Company’s common stock, (d) 64,410 shares of Series B Preferred Stockwith an issue price of $28.40 per share and a conversion price of $1.00 pershare, into 64,410 shares of the Company’s common stock and (e) 31,087 sharesof Series C Preferred Stock with an issue price of $30.20 per share and aconversion price of $1.00 per share, into 31,087 shares of the Company’s commonstock.

 

On November 14, 2001, the Company enteredinto a 4.5% convertible demand note with Amphion Ventures, L.P. During thethree months ended December 31, 2001, the Company borrowed $300,000 under thisnote, leaving a balance of $300,000 outstanding at December 31, 2001. Theprincipal outstanding under this note may be converted into securities of theCompany at the option of Amphion Ventures, L.P. The borrowings are unsecuredand are due and payable on demand by Amphion Ventures, L.P.

 

The Company entered into a6.75% convertible note with Amphion Ventures L.P. (“Amphion Ventures”), datedFebruary 28, 2002. During 2002 the Company borrowed $1,255,000 under this note.The principal outstanding under this note may be converted into securities ofthe Company at the option of Amphion Ventures on terms yet to be specified. Theborrowings are unsecured and are due and payable on demand by Amphion Ventures.

 

**Amphion Investment,LLC**

The Company entered into a6.75% convertible note with Amphion Investments LLC dated January 25, 2002.During the nine months ended September 30, 2002, the Company borrowed $355,000under this note. The principal outstanding under this note may be convertedinto securities of the Company at the option of Amphion Investments on termsyet to be specified. The borrowings are unsecured and are due and payable ondemand by Amphion Investments.

 

##### **IVEX Asset Purchase**

Effective November 30, 2001, the Companycompleted its acquisition of certain of the assets of IVEX Corporation (“IVEX”),a privately held corporation engaged in the design, manufacture and marketingof video security technology and video storage products. The purchase price forthe assets included 148,000 shares of the Company’s common stock.

##### ** **

##### **Dividends**

The holders of the Company’s Series APreferred Stock, Series B Preferred Stock, and Series C Preferred Stock areentitled to receive quarterly dividends on each such share held at the annualrate of 10% of the original issue price of each share payable in arrears, when,as and if declared by the Company’s board of directors, in cash or additionalshares of preferred stock. The holders of Series I Preferred Stock, Series JPreferred Stock, Series 1999 Voting Preferred Stock, and Series 2000 Non-VotingPreferred Stock are entitled to receive semi-annual dividends on each suchshare at the annual rate of 8% of the original issue price of each sharepayable in arrears, when, as and if declared by the Company’s board ofdirectors, in cash or additional shares of preferred stock.

 

In 2002, the Company issued no preferredstock in lieu of dividends.

##### ** **

##### **Preferred Stock Conversion Terms**

Series A, B and C Preferred Stock. Each shareof Series A, B, and C Convertible Preferred Stock is convertible at the optionof the holders into voting common stock on a share-for-share basis. The Companymay redeem the Series A, B and C Convertible Preferred Stock at any time at the$26.00, $28.40 and $30.20 stated value, respectively, plus accrued dividends,subject to the stock holder’s right to convert to voting common stock for 10business days following receipt of the Company’s notice of redemption. As ofDecember 31, 2002, no shares of Series A and B Convertible Preferred Stock wereoutstanding.

 

Series I and J Preferred Stock. Each Share ofSeries I Preferred Stock and Series J Preferred Stock is convertible in wholeor in part at any time at the option of the holder into shares of voting ornon-voting common stock of the Company, respectively, equal to the quotient of(a) the aggregate original issue price of $10,000 per share divided by (b) theconversion price of $2.51 per share. The Series I Preferred Stock and theSeries J Preferred Stock are both subject to the optional redemption at anytime by the Company, in whole or in part, at a redemption price per share equalto the $10,000 stated value, plus any accrued, but unpaid dividends thereon.The Company’s optional right of redemption is subject to each Series IPreferred Stock or Series J Preferred Stock holder’s right to convert suchpreferred stock into voting or non-voting common stock, as the case may be,within 10 business days after the Company’s notice of redemption.  The Series I Preferred Stock and the SeriesJ Preferred Stock are also subject to the mandatory conversion by the Companyinto shares of the Company’s voting or non-voting common stock, as the case maybe, if the closing bid price of the Company’s common stock on the NASDAQSmallCap Market is at least $10.00 per share for a period of at least 90consecutive trading days.

 

10

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Series 1999 Preferred Stock and Series 2000Preferred Stock. Each share of Series 1999 and Series 2000 Preferred Stock isconvertible in whole or in part at any time at the option of the holder into anumber of shares of voting or non-voting common stock of the Company, as thecase may be, equal to the quotient of (a) the aggregate original issue price of$10,000 per share divided by (b) the conversion price of $2.50 or $3.50,respectively.  The Series 1999 PreferredStock and the Series 2000 Preferred Stock are both subject to the optionalredemption at any time by the Company, in whole or in part, at a redemptionprice per share equal to the $10,000 stated value, plus any accrued, but unpaiddividends thereon. The Company’s optional right of redemption is subject toeach Series 1999 Preferred Stock or Series 2000 Preferred Stock holder’s rightto convert such preferred stock into voting or non-voting common stock, as thecase may be, within 10 business days after the Company’s notice ofredemption.   The Series 1999 PreferredStock and the Series 2000 Preferred Stock are also subject to the mandatoryconversion by the Company into shares of the Company’s voting or non-votingcommon stock, as the case may be, if (a) the closing bid price of the Company’scommon stock on the NASDAQ SmallCap Market is at least $7.50 per share for aperiod of at least 20 consecutive trading days and (b) the trading volume ofthe common stock on the NASDAQ SmallCap Market is at least 50,000 shares perday as measured by NASDAQ during each of such 20 consecutive trading days.  As of December 31, 2002 there were no Series2000 Preferred shares outstanding.

** **

**Other Matters**

** **

On July 30, 2003, the wife ofRichard C. E. Morgan invested $100,000 in the Company pursuant to the terms ofa bridge financing agreement.  Mrs.Morgan acquired a convertible promissory note in the principal amount of$100,000 and 25,000 unregistered shares of the Company’s common stock.  The Company agreed to use reasonable effortsto register the shares within 60 days of the transaction, and Mrs. Morganagreed not to sell more than one-third of the shares in any calendarmonth.  The Company and Mrs. Morgan madecertain representations and warranties in the bridge financing agreement.  The convertible promissory note bearsinterest at a rate of 7% compounded annually. At each of July 30, 2003; July30, 2004; and July 30, 2005 the holder may elect to convert one-third of the principalamount of the note (plus accrued interest thereon) into shares of the Company’scommon stock, provided that the Company has not, on or prior to each suchconversion date retired one-third of the principal amount of the Note. Theconversion price initially is 65% of the average closing price of a share ofthe Company’s common stock for the 20 trading days preceding the givenanniversary date, provided that the maximum conversion price shall be $4.00 pershare and the minimum conversion price shall be $1.00 per share, and theconversion price is subject to adjustment from time to time to reflect anyreorganization, recapitalization, reclassification, stock dividend, stocksplit, reverse stock split or other similar change in the Company’s shares ofcommon stock.  Subject to the holder’sright to convert the note in accordance with its terms, the note may be prepaid without penalty.

 

Richard C.E. Morgan, theChairman of the Company’s board of directors, is the owner of 41.5% of AntiopePartners L.L.C., 41.643% of Amphion Partners L.L.C., 49.5% of AmphionInvestments L.L.C., and, on a fully-diluted basis, 2.6258% of VennWorksLLC.  Mr. Morgan disclaims beneficialownership of all of the Company’s shares held by these entities.

 

Robert J. Bertoldi, a directorof the Company, is the owner of 23.5% of Antiope Partners L.L.C., 23.5823% ofAmphion Partners L.L.C., 33.0% of Amphion Investments L.L.C., and, on afully-diluted basis, 0.5442% of VennWorks LLC. Mr. Bertoldi disclaims beneficial ownership of all of the Company’sshares held by these entities.

 

11

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of theExchange Act, the registrant has caused this report to be signed on its behalfby the undersigned, thereunto duly authorized, on the 30th day ofApril 2003.

 
|   | AXCESS INTERNATIONAL INC. |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       | /s/ Allan Griebenow |   |
|   |                      | Allan Griebenow, Director, President and |
|   |                      | Chief Executive Officer |
|   |                      | (Principal Executive Officer) |

 

12

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**CERTIFICATIONS**

 

I, Allan Griebenow, certify that:

 

1.     I have reviewed this amended annual reporton Form 10-KSB of Axcess International Inc.;

2.     Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rule 13a-14 and 15d-14) for theregistrant and we have:

a)     designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidating subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report wasprepared;

b)    evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this annual report (the  “Evaluation Date”); and

c)     presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on the required evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the   registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalent function):

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)    any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

6.     The registrant’s other certifying officersand I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date:  April 30, 2003 |
|----------------------------|
|                       |   |
|                       | /s/ ALLAN  GRIEBENOW |   |
|                       | Allan Griebenow, President  and Chief Executive Officer |
|                       | (Principal Executive Officer) |

 

13

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**CERTIFICATIONS**

 

I, Allan Frank, certify that:

 

1.     I have reviewed this amended annual reporton Form 10-KSB of Axcess International Inc.;

2.     Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rule 13a-14 and 15d-14) for theregistrant and we have:

a)     designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidating subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report wasprepared;

b)    evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this annual report (the  “Evaluation Date”); and

c)     presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on the required evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the   registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalent function):

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)    any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

6.     The registrant’s other certifying officersand I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date:  April 30, 2003 |
|----------------------------|
|                       |   |
|                       | /s/ ALLAN L.  FRANK |   |
|                       | Allan L. Frank, Vice President,  Chief Financial Officer and Secretary |
|                       | (Principal Accounting and Financial Officer) |

 

14

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**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the AnnualReport of AXCESS International Inc. (the “***Company***”) on Form 10-KSB for the year endedDecember 31, 2002, as filed with the Securities and Exchange Commission on thedate hereof (the “***Report***”),I, Allan Griebenow, President, Chief Executive Officer and Principal ExecutiveOfficer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to myknowledge:

 

(1)           The Report fully complies with the requirementsof Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asapplicable; and

 

(2)           The information contained in theReport fairly presents, in all material respects, the financial condition andresults of operations of the Company at the dates and for the periodsindicated.

 

 
| /S/ ALLAN  GRIEBENOW                                                |   |
|---------------------------------------------------------------------|--------|
| Allan  Griebenow                                                    |
| President,  Chief Executive Officer and Principal Executive Officer |
|                                                                |
| Dated:  April 30, 2003                                         |

 

15

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**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the AnnualReport of AXCESS International Inc. (the “***Company***”) on Form 10-KSB for the year endedDecember 31, 2002, as filed with the Securities and Exchange Commission on thedate hereof (the “***Report***”),I, Allan L. Frank, Vice President, Chief Financial Officer, Secretary andPrincipal Accounting and Financial Officer of the Company, certify, pursuant to18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002, that to my knowledge:

 

(1)           The Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,as applicable; and

 

(2)           The information contained in theReport fairly presents, in all material respects, the financial condition andresults of operations of the Company at the dates and for the periodsindicated.

 

 
| /S/ ALLAN L.  FRANK                                                                                 |   |
|-----------------------------------------------------------------------------------------------------|--------|
| Allan L.  Frank                                                                                     |
| Vice  President, Chief Financial Officer, Secretary and Principal Accounting and  Financial Officer |
|                                                                                                |
| Dated:  April 30, 2003                                                                         |

 

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