<PAGE>

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------

                                  FORM 10-KSB/A
                                (Amendment No. 1)

(Mark One)

    X      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---------  ACT OF 1934
                   For the Fiscal Year Ended December 31, 2001

           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
--------   EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

                           Commission File No. 0-11933

                                   AXCESS Inc.
                         (formerly Lasertechnics, Inc.)
                 (Name of small business issuer in its charter)

                 Delaware                                    85-0294536
        (State or other jurisdiction of                   (I.R.S. employer
        incorporation or organization)                   identification no.)

     3208 Commander Drive, Carrollton, Texas                    75006
     (Address of principal executive offices)                 (Zip Code)

                                 (972) 407-6080
                (Issuer's Telephone Number, Including Area Code)

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

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                                                       Name of exchange
               Title of Class:                        on which registered:
               ---------------                        --------------------
Voting Common Stock, par value $.01 per share        NASDAQ SmallCap Market

                                   15,848,179
               (Number of Shares Outstanding as of April 1, 2002)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES  X   NO
    ---     ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [_]

The issuer's revenues for the fiscal year ended December 31, 2001 were
$2,696,404.

On April 1, 2002, the aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant was approximately $8,171,714.
This amount was calculated by reducing the total number of shares of the
registrant's common stock outstanding by the total number of shares of common
stock held by officers and directors, and stockholders owning in excess of 5% of
the registrant's common stock, and multiplying the remainder by the average of
the bid and asked price for the registrant's common stock on April 1, 2002, as
reported on the over-the-counter NASDAQ SmallCap Market. The information
provided shall in no way 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 such person is the beneficial owner of shares reported as being
held by such person, and any such inference is hereby disclaimed.

There were 112,492 shares of non-voting common stock outstanding as of April 1,
2002.

Documents Incorporated by Reference:  None.

Transitional Small Business Disclosure Format (check one): YES      NO  X
                                                               ---     ---
================================================================================

<PAGE>

                                    PART III


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

Management of the Company

The board elects executive officers annually at its first meeting following the
annual meeting of stockholders. The following table sets forth, as of December
31, 2001, the Company's directors, executive officers and significant employees,
their ages, and their positions within the Company.

   Name                       Age     Position
   ----                       ---     --------
   Richard C.E. Morgan        57      Chairman of the Board of Directors (1)(3)
   Allan Griebenow            49      Director, President and Chief Executive
                                      Officer (1)
   James R. Craig             42      Former Vice President, Secretary and Chief
                                      Financial Officer (4)
   Michael Uremovich          48      Vice President, Sales and Marketing
   Robert J. Bertoldi         52      Director (2)
   Paul J. Coleman, Jr.       70      Director (2)(3)
   Gregory W. Haskell         45      Director (3)
   David J. Illingworth       48      Director (2)
---------------------
(1)  Executive Committee

(2)  Audit Committee

(3)  Compensation Committee

(4)  In January 2002, Mr. Craig elected to leave his positions with the Company
     to pursue other professional opportunities.

RICHARD C.E. MORGAN has served as a director and Chairman of the Board of the
Company since 1985. Since 1986 he has been a managing member of Antiope Partners
L.L.C. and Amphion Partners L.L.C. In November 1999, Mr. Morgan co-founded
VennWorks LLC and since then, has served as its Chairman and Chief Executive
Officer. In 1995, Mr. Morgan co-founded Amphion Capital Management L.L.C., a
private equity and venture capital firm, and since then has served as one of its
Managing Partners. From 1986 to 1998, Mr. Morgan was the Managing General
Partner of Wolfensohn Partners L.P., the predecessor to Amphion Capital
Management. Mr. Morgan currently serves as Chairman of Quidel Corp., a publicly
traded company that manufactures and distributes rapid diagnostic tests. In
addition, Mr. Morgan serves on the board of directors of the following publicly
traded companies: Celgene Corp., which develops and markets biotechnology
products; and Indigo N.V., which is in the digital printing systems industry.
Mr. Morgan is also a director of several private and non-profit companies.

ALLAN GRIEBENOW has served as a director, President and Chief Executive Officer
of the Company since July 1999. He founded Prism Video, Inc. in 1994 and was
Chief Financial Officer of Prism Video, Inc. from 1994 to July 1999. Mr.
Griebenow spent the past 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 and an MBA from San Francisco State University.

                                       1

<PAGE>

JAMES R. CRAIG served as Vice President, Secretary and Chief Financial Officer
of the Company from August 1999 to January 2002. He was a co-founder and chief
financial officer of CashNet Financial Group, Inc. in 1998. From 1996 to 1998
Mr. Craig was Vice President, Division Controller with Firstplus Financial, Inc.
He was chief operating officer and chief financial officer of South Orient
Railroad Company, Ltd. from 1992 to 1996. Mr. Craig has public accounting
experience with Deloitte and Touche and holds a B.S. in accounting and computer
science from Oklahoma State University.

MICHAEL UREMOVICH has served as Vice President of Sales & Marketing of the
Company since July 1999. He was Vice President Sales & Marketing of Prism Video,
Inc. from 1997 until 1999, when the Company acquired Prism Video, Inc.'s digital
video technology. From 1992 to 1996, Mr. Uremovich held positions of Regional
Sales Manager, Director of Sales, and Vice President, Sales & Marketing for
Computrac, Inc. and for Amtech, both Dallas-based technology companies. Mr.
Uremovich earned his B.S. in business administration and marketing from the
University of Texas at Dallas.

ROBERT J. BERTOLDI has been a director of the Company since June 2000. Since
January 2000, Mr. Bertoldi has been the President of VennWorks LLC, a venture
capital limited liability company that he co-founded. Since before 1995, Mr.
Bertoldi has been a Managing Partner of Amphion Capital Management, LLC., and
co-manager of Amphion Ventures, LP, an early-stage technology life sciences
fund.

PAUL J. COLEMAN, JR. has served as a director of the Company since 1982. He is
president, chief executive officer, and a trustee of the Universities Space
Research Association, a non-profit space research, technology and education
company. Mr. Coleman is also a professor of space physics at the University of
California at Los Angeles ("UCLA"). He also currently serves as a director of
Quantrad Sensors, Inc., One Room Systems, Inc. and Southeast Interactive
Technology, LLC. From 1993 through 1996, Mr. Coleman was the director of the
National Institute for Global Environmental Change of the U.S. Department of
Energy. From 1989 through 1993, he was the director of the Institute of
Geophysics and Planetary Physics at UCLA.

GREGORY W. HASKELL has served as a director of the Company since 1998. Since
February 2001, Mr. Haskell has worked for VennWorks LLC. From 1999 to 2001, Mr.
Haskell was a Managing Director of Internet Capital Group, Inc. Since June 1999,
he has served as a director at PaperExchange.com, Inc. From 1995 to 1999, Mr.
Haskell was the President and Chief Operating Officer of XL Vision, Inc. From
1993 to 1995, Mr. Haskell served in various executive management positions at XL
Vision, Inc.

DAVID J. ILLINGWORTH has been a director of the Company since June 2000. Since
January 2000, Mr. Illingworth has been the President and Chief Operating Officer
of XL Vision, Inc. Since April 1998, Mr. Illingworth has been the Chairman of
the Board of VidaMed, Inc., a developer and marketer of medical device products.
Since August 1999, he has also been the Executive Chairman. From April 1998 to
August 1999, he was also the President and Chief Executive Officer of VidaMed,
Inc. From September 1996 to March 1998, Mr. Illingworth was the Executive Vice
President and President of the Home Care Business of Nellcor Puritan Bennett, a
provider of products and services for respiratory-impaired persons. From January
1993 to September 1996, he was the Vice President - Field Operations, Marketing
and Service of Nellcor Puritan Bennett.

Subsequent Events

In January 2002, James R. Craig, then the Company's Vice President, Secretary
and Chief Financial Officer, elected to leave his positions with the Company. On
March 20, 2002, the board of directors appointed Allan L. Frank to the positions
of Vice President, Secretary and Chief Financial Officer.

ALLAN L. FRANK has served as Vice President, Secretary and Chief Financial
Officer of the Company since March 2002. From July 1999 through June 2001, Mr.
Frank was Vice President, Chief Financial Officer and Secretary for Vast
Solutions, Inc. a spin-off from Paging Network International. Inc. ("PageNet").
From September 1993 through July 1999, Mr. Frank served in numerous positions
at PageNet, including as Vice President Corporate Development and Director of
Financial Analysis, and as Director of International Finance for Paging Network
International, a subsidiary of PageNet. Prior to PageNet, Mr. Frank worked at
FoxMeyer Corporation, OrNda HealthCare and Dalfort Aviation Services. Mr. Frank
holds a B.S. in Business Administration from The Ohio State University and an
M.B.A. from the University of North Texas.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, directors, certain officers and
beneficial owners of 10% or more of the Company's Voting Common Stock are
required from time to time to file with the Securities and Exchange Commission
reports on Forms 3, 4 or 5, relating principally to transactions in Company
securities by such persons. Based solely upon a review of Forms 3, 4 and 5
submitted to the Company during and with respect to 2001, all of these
individuals or entities timely filed their respective Forms 3, 4 or 5 required
by Section 16(a) of the Exchange Act during 2001, except for Allan Griebenow,
Robert J. Bertoldi, Paul J. Coleman, Jr., Gregory W. Haskell, David J.
Illingworth, James R. Craig, Michael Uremovich, Amphion Ventures, L.P. and


                                       2

<PAGE>

VennWorks LLC.

Allan Griebenow failed to file a Form 4 for October 2001 to report the sale by
his son of 90 shares of common stock of the Company, for which Mr. Griebenow
disclaimed beneficial ownership. Mr. Griebenow also failed to file a Form 4 for
January 2001 to report the issuance to him of an employee stock option to
purchase a total of 150,392 shares of common stock of the Company, at an
exercise price of $3.875 per share, where one-fourth of the option vests on each
of January 10, 2002, 2003, 2004 and 2005.

Each of Robert J. Bertoldi, Paul J. Coleman, Jr., Gregory W. Haskell, and David
J. Illingworth failed to file Form 4s for July 2001 to report the issuance to
each of them an option to purchase 10,000 shares of common stock of the Company,
at an exercise price of $4.55, exercisable on the date of grant.

James R. Craig failed to file a Form 4 for January 2001 to report the issuance
to him of an employee stock option to purchase a total of 50,132 shares of
common stock of the Company, at an exercise price of $3.875 per share, where
one-fourth of the option vests on each of January 10, 2002, 2003, 2004 and 2005.

Michael Uremovich failed to file a Form 4 for January 2001 to report the
issuance to him of an employee stock option to purchase a total of 50,132 shares
of common stock of the Company, at an exercise price of $3.875 per share, where
one-fourth of the option vests on each of January 10, 2002, 2003, 2004 and 2005.

Each of Amphion Ventures and VennWorks failed to file Form 4s to report the
issuance in 2001 by the Company of promissory notes convertible into preferred
stock, and the conversion of shares of preferred stock into common stock. These
transactions are described more fully under Item 12. "Certain Relationships and
Related Transactions--Amphion Ventures, L.P. Promissory Note Issuances and
Conversions," Item 12. "Certain Relationships and Related
Transactions--VennWorks LLC Promissory Note Issuances and Conversions," and Item
12. "Certain Relationships and Related Transactions--Preferred Stock
Conversions."


Item 10. EXECUTIVE COMPENSATION.

The following table summarizes the compensation earned by the Company's Chief
Executive Officer and the Company's two other most highly compensated executive
officers (whose annualized compensation exceeded $100,000), collectively called
the "named executive officers," for services rendered in all capacities to the
Company during the fiscal years ended December 31, 2001, 2000, and 1999.


                           Summary Compensation Table
                           --------------------------
<TABLE>
<CAPTION>
                                                                                 Long-Term
                                                                               Compensation
                                                                               ------------
                                                    Annual Compensation         Securities
                                                ----------------------------    Underlying        All Other
Name and Principal Positions                    Year   Salary ($)   Bonus ($)   Options (#)   Compensation ($) (2)
----------------------------                    ----   ----------   ---------   -----------   --------------------
<S>                                             <C>    <C>          <C>          <C>            <C>
Allan Griebenow                                 2001     230,009       --         150,392            4,250
      President and Chief                       2000     220,438     35,014       124,112            4,250
      Executive Officer                         1999(1)   99,165     29,563       450,000            2,292

James R. Craig                                  2001     185,507       --          50,132             --
      Vice President, Secretary                 2000     178,065     19,000        41,372             --
      and Chief Financial Officer               1999(3)   64,615      9,375       150,000             --

Michael Uremovich                               2001     138,080     28,099(4)     50,132            1,662
      Vice President of Sales                   2000     133,417     15,227(4)     41,372            1,334
                                                1999(5)   60,207     22,442(4)    150,000              548
</TABLE>
------------------
(1)  Represents compensation earned from July 1999, when Mr. Griebenow joined
     the Company.

(2)  Represents the Company's contributions to 401(k) plans.

(3)  Represents compensation earned from August 1999, when Mr. Craig joined the
     Company. Mr. Craig elected to leave the Company in January 2002.


                                       3

<PAGE>

(4)  Represents commission based on the Company's revenue.

(5)  Represents compensation earned from July 1999, when Mr. Uremovich joined
     the Company.


Stock Option Grants in 2001 to the Company's Named Executive Officers

The following table provides information regarding the stock options granted by
the Company to the named executive officers during the fiscal year ended
December 31, 2001. Other than those persons listed in the following table, the
Company did not grant any stock options to any other named executive officers.
One-fourth of each of the options listed in the table below vests on the
anniversary of the date of the option grant, beginning on the first anniversary
of the date of the option grant, through the fourth anniversary of the date of
the option grant.

<TABLE>
<CAPTION>
                                 Number of
                                 Securities      % of
                                 Underlying   Total Options     Exercise or
                                  Options      Granted to        Base Price     Expiration
            Name                Granted (#)     Employees       ($/Sh) (1)         Date
            ----                -----------   -------------     ------------    ----------
<S>                                <C>             <C>             <C>          <C>
Allan Griebenow                    150,392         25%             3.875        01/10/2011
James R. Craig                      50,132          8%             3.875        01/10/2011
Michael Uremovich                   50,132          8%             3.875        01/10/2011
</TABLE>
--------------------
(1)  The exercise price is equal to the closing price of the Common Stock on the
     date of the grant.


Aggregate Option Exercises in 2001 by the Company's Executive Officers

The following table provides information as to options exercised, if any, by
each of the named executive officers in 2001 and the value of options held by
those officers at year-end measured in terms of the last reported sale price for
the shares of the Company's Voting Common Stock on December 31, 2001 ($4.375 as
reported on NASDAQ).

<TABLE>
<CAPTION>
                                                                Number of Securities
                                                               Underlying Unexercised        Value of Unexercised
                                                                      Options at             in-the-Money Options
                                                                 December 31, 2001           at December 31, 2001
                        Shares Acquired         Value       ---------------------------   ---------------------------
                          on Exercise         Realized      Exercisable   Unexercisable   Exercisable   Unexercisable
                        ---------------       --------      -----------   -------------   -----------   -------------
<S>                           <C>              <C>            <C>            <C>           <C>             <C>
Allan Griebenow               --               $  --          250,028        468,475       $421,875        $497,071
James R. Craig                --               $  --           85,343        156,159       $121,875        $146,941
Michael Uremovich             --               $  --           65,343        156,159       $103,125        $165,691
</TABLE>


                                       4

<PAGE>

Compensation of the Company's Directors

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

Employment Agreement with Mr. Griebenow

On July 16, 1999, the Company entered into an agreement with Allan Griebenow,
under which Mr. Griebenow agreed to be the Company's president and chief
executive officer. The agreement provides that Mr. Griebenow will receive a
salary equal to $17,917 per month, a bonus payable within 90 days after the end
of the Company's fiscal year of up to 30% of his base salary, and option grants
to acquire 450,000 shares of the Company's Common Stock. If the Company
terminates Mr. Griebenow's employment at any time without cause, as defined in
the employment agreement, then Mr. Griebenow will be entitled to continue to
receive his then current salary for the six-month period following his
termination.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the number of shares of each class of stock
beneficially owned as of April 1, 2002 by each person known by the Company to be
the beneficial owner of more than 5% of the Company's voting common stock as of
April 1, 2002. Except as noted below, to the Company's knowledge, each
stockholder listed below has sole voting and investment power with respect to
all shares of stock shown beneficially owned by the stockholder.

<TABLE>
<CAPTION>
                                                             Amount and
Name and Address of                                           Nature of           Percentage        Percentage of
Beneficial Owner                Title of Class             Beneficial Owner        of Class          Voting Power
-------------------             --------------             ----------------       ----------        -------------
<S>                        <C>                              <C>                     <C>                  <C>
Amphion Group (1)          Voting Common Stock              13,523,191(2)            73.1%               73.5%
590 Madison Avenue         Series I Preferred Stock                 65               36.4%                1.1%
New York, NY 10021         Series J Preferred Stock                157               89.1%                2.6%

PV Proceeds Holdings, Inc. Voting Common Stock                 500,000(3)             2.7%                  *
3208 Commander Dr.         Series 1999 Preferred Stock             152              100.0%                3.5%
Carrollton, TX 75006

H.T. Ardinger              Series I Preferred Stock                 52               29.1%                  *
9040 Governors Row         Series J Preferred Stock                  2                1.2%                  *
Dallas, TX 75247

J. P. Morgan               Voting Common Stock                 267,169                1.4%                1.5%
Investment Corporation     Series I Preferred Stock                 61               34.4%                1.0%
60 Wall Street
New York, NY 10260
</TABLE>


                                       5

<PAGE>

-------------------
*    Less than 1%.

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

(2)  Includes 688,121 shares that the Amphion Group has the right to acquire
     pursuant to warrants and options that are exercisable within 60 days.

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

The following table sets forth the number of shares beneficially owned by the
Amphion Group, which is defined to include Mr. Richard C.E. Morgan, a British
citizen and Chairman of the board of directors of the Company ("Mr. Morgan"),
Robert J. Bertoldi, a U.S. citizen and director of the Company ("Mr. Bertoldi"),
Amphion Ventures, L.P., a Delaware limited partnership ("Amphion Ventures"),
Amphion Partners L.L.C., a Delaware limited liability company ("Amphion
Partners"), Amphion Investments L.L.C., a Delaware limited liability company
("Amphion Investments"), Antiope Partners L.LC., a Delaware limited liability
company ("Antiope Partners"), and VennWorks LLC, a Delaware limited liability
company formerly known as incuVest L.L.C., ("VennWorks").

The Amphion Group disclaims in its filings with the Securities and Exchange
Commission that it holds any securities of the Company as a group, within the
meaning of any applicable securities law or regulation. Amphion Partners is the
sole general partner of Amphion Ventures. Messrs. Morgan and Bertoldi are the
managing members of Amphion Partners, Antiope Partners and Amphion Investments.
Mr. Morgan is the Chairman of the board of directors and the chief executive
officer of VennWorks. Mr. Bertoldi is the president of VennWorks.

Based on an amended Schedule 13D 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 with respect to certain of the shares owned by them.
Also based on the Schedule 13D, Mr. Morgan shares voting power for the shares
held by Amphion Investments, Antiope Partners and certain other shares held by
Amphion Partners. Mr. Morgan disclaims beneficial ownership of the shares held
by each of the Amphion Group.


<TABLE>
<CAPTION>
                                                                                                     Total of
                              Amphion         Amphion       Amphion       Antiope       Venn          Amphion
      Title of Class          Ventures       Partners     Investments     Partners      Works          Group
      --------------          --------       --------     -----------     --------      -----        --------
<S>                          <C>              <C>            <C>          <C>         <C>           <C>
Voting Common Stock          8,926,330(1)     37,382         10,000       86,534(2)   3,774,824     12,835,070
Series I Preferred Stock            --            --             --           65             --             65
Series J Preferred Stock            --            --             --          157             --            157
</TABLE>
-------------------
(1)  Includes warrants to purchase 681,358 shares of Common Stock that are
     exercisable within 60 days.

(2)  Includes warrants to purchase 6,763 shares of Common Stock that are
     exercisable within 60 days.


                                       6

<PAGE>

The following table sets forth the number of shares of each class of stock
beneficially owned as of April 1, 2002 by each director who beneficially owns
voting common stock and the executive officers of the Company, and all of the
Company's directors and executive officers as a group. The business address of
each director and executive officer is c/o AXCESS Inc., 3208 Commander Drive,
Carrollton, Texas 75006. To the Company's knowledge, each stockholder listed
below has sole voting and investment power with respect to all shares of stock
shown beneficially owned by the stockholder, except for Mr. Morgan's beneficial
ownership, which is discussed in the introduction to the previous table above.

<TABLE>
<CAPTION>
                                                               Amount and
      Name of                                                   Nature of        Percentage     Percentage of
  Beneficial Owner                   Title of Class          Beneficial Owner     of Class       Voting Power
  ----------------                   --------------          ----------------     --------       ------------
<S>                           <C>                               <C>                 <C>              <C>
Richard C.E. Morgan (1)       Voting Common Stock               13,768,654          74.3%            74.9%
                              Series I Preferred Stock                  65          36.4%             1.1%
                              Series J Preferred Stock                 157          89.1%             2.6%

Robert J. Bertoldi (2)        Voting Common Stock               13,583,191          73.3%            73.5%
                              Series I Preferred Stock                  65          36.4%             1.1%
                              Series J Preferred Stock                 157          89.1%             2.6%

Allan Griebenow (3)           Voting Common Stock                  332,233           1.8%              *
Paul  J. Coleman, Jr. (4)     Voting Common Stock                   88,090            *                *
Gregory W. Haskell (5)        Voting Common Stock                   77,500            *                *
David J. Illingworth (6)      Voting Common Stock                   60,000            *                *
Michael Uremovich (7)         Voting Common Stock                   99,418            *                *

All Directors, Director       Voting Common Stock               14,485,895          78.2%            75.0%
Nominees and                  Series I Preferred Stock                  65          36.4%             1.1%
Executive Officers as         Series J Preferred Stock                 157          89.1%             2.6%
a group (7 individuals)
</TABLE>
-------------------
*    Less than 1%.

(1)  The number of shares of Voting Common Stock includes 245,463 shares held
     directly, 3,000 shares that Mr. Morgan has the right to acquire pursuant to
     options that are exercisable within 60 days, 1,500 shares held by Mr.
     Morgan's daughter, for which he disclaims beneficial ownership, 12,835,070
     shares held by other entities within the Amphion Group (defined in Note 1
     to the immediately preceding table above), and 688,121 shares that entities
     within the Amphion Group have the right to acquire pursuant to options and
     warrants that are exercisable within 60 days. As detailed in Note 1 to the
     immediately preceding table above, Mr. Morgan disclaims beneficial
     ownership of all shares beneficially owned by entities within the Amphion
     Group.

(2)  Includes 60,000 shares that Mr. Bertoldi has the right to acquire pursuant
     to options that are exercisable within 60 days. Includes 12,835,070 shares
     held by other entities within the Amphion Group (defined in Note 1 to the
     immediately preceding table above), and 688,121 shares that entities within
     the Amphion Group have the right to acquire pursuant to options and
     warrants that are exercisable within 60 days. As detailed in Note 1 to the
     immediately preceding table above, Mr. Bertoldi disclaims beneficial
     ownership of all shares beneficially owned by entities within the Amphion
     Group.

(3)  Includes 324,653 shares that Mr. Griebenow has the right to acquire
     pursuant to options that are exercisable within 60 days. Mr. Griebenow is
     the president and chief executive officer, and an 11% owner of the stock of
     PV Proceeds Holdings, Inc., a beneficial owner of more than 5% of the
     Company's Common Stock. Mr. Griebenow denies beneficial ownership of the
     shares of the Company's Common Stock owned by PV Proceeds Holdings, Inc.

(4)  Includes 88,000 shares that Mr. Coleman has the right to acquire pursuant
     to options that are exercisable within 60 days.


                                       7

<PAGE>

(5)  All 77,500 shares represent shares that Mr. Haskell has the right to
     acquire pursuant to options that are exercisable within 60 days.

(6)  All 60,000 shares represent shares that Mr. Illingworth has the right to
     acquire pursuant to options that are exercisable within 60 days.

(7)  Includes 88,218 shares that Mr. Uremovich has the right to acquire pursuant
     to options that are exercisable within 60 days.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Series 2000 Non-Voting Preferred Stock Private Placement

On March 29, 2000, the Company completed a private equity placement with
VennWorks LLC, a major stockholder of the Company. In connection with that
transaction, the Company received $5,000,000 and issued 500 shares of Series
2000 Non-Voting Preferred Stock ("Series 2000 Preferred Stock"). The Series 2000
Preferred Stock is subject to the optional redemption at any time by the
Company, in whole or in part, at a redemption price per share equal to its
stated value of $10,000, plus any accrued, but unpaid dividends thereon. The
Company's optional right of redemption is subject to Series 2000 Preferred Stock
holder's right to convert Series 2000 Preferred Stock, into Non-Voting Common
Stock, within ten business days after the Company's notice of redemption. The
Series 2000 Preferred Stock is also subject to the mandatory conversion by the
Company into shares of the Company's Non-Voting Common Stock if (a) the closing
bid price of the Company's Common Stock on the Nasdaq SmallCap Market is greater
than $7.50 per share for a period of at least twenty consecutive trading days
and (b) the trading volume of the Common Stock on the Nasdaq SmallCap Market is
at least 50,000 shares per day as measured by Nasdaq during each of such twenty
consecutive trading days.

Amphion Ventures, L.P. Promissory Note Issuances and Conversions

On April 30, 1998, the Company issued a 10% convertible note to Amphion
Ventures, L.P., a major stockholder of the Company. On June 29, 2001, Amphion
Ventures elected to convert $580,000 of the outstanding principal balance and
$140,000 of accrued interest of this note into 72 shares of the Company's Series
2000 Non-Voting Preferred Stock, par value $.01 per share (the "Series 2000
Preferred Stock").

On September 30, 1999, the Company issued a 10% convertible note maturing on
September 30, 2002 to Amphion Ventures under which the Company could borrow up
to $6,000,000 from Amphion Ventures. Under this note, the Company borrowed
$5,986,395 through December 31, 1999. No additional borrowings were available to
the Company under this note at December 31, 2001. On December 31, 1999, Amphion
Ventures elected to convert $3,323,423 of these borrowings into 332 shares of
the Company's Series 2000 Preferred Stock. On April 1, 2000, Amphion Ventures,
L.P. elected to convert an additional $150,000 of these borrowings into 15
shares of Series 2000 Preferred Stock. In consideration for this note, on
September 30, 1999, October 2, 2000, and October 2, 2001 the Company issued
warrants to Amphion Ventures to purchase 180,362 shares, 117,999 shares, and
117,999 shares respectively, of Common Stock at $2.10 per share. The Company may
be required to issue warrants covering up to an aggregate of 558,782 shares of
non-voting common stock based on the outstanding balance of the convertible
notes on the second anniversary date.

On November 14, 2001, the Company issued a 4.5% convertible demand note to
Amphion Ventures. During 2001, the Company borrowed $300,000 under this note,
leaving a balance of $300,000 outstanding at December 31, 2001. The principal
outstanding under this note may be converted into securities of the Company at
the option of Amphion Ventures. The borrowings are unsecured and are due and
payable on demand by Amphion Ventures. From January 1, 2002 through April 1,
2002, the Company has borrowed an additional $1,495,000 from the Amphion Group
under three note purchase agreements.


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VennWorks LLC Promissory Note Issuances and Conversions

On September 14, 2000, the Company issued a 9.5% convertible note to VennWorks
LLC, a major stockholder of the Company, in the principal amount of $400,000,
plus additional amounts shown on the schedule of advances to the note. The
principal outstanding under this note may be converted into securities of the
Company at the option of VennWorks. At December 26, 2000, borrowings under this
note totaled $3,391,106, and were due and payable on demand by VennWorks. On
December 26, 2000, VennWorks elected to convert $3,300,000 of these borrowings
into 330 shares of Series 2000 Preferred Stock, leaving a balance of $91,106
outstanding under the note at December 31, 2000. The Company had converted all
remaining amounts by December 31, 2001, leaving no remaining outstanding balance
under this note.

On January 12, 2001, the Company entered into a 9.0% convertible demand note
with VennWorks. During the year ended December 31, 2001, the Company borrowed
$4,392,149 under this note. The principal outstanding under this note may be
converted into securities of the Company at the option of VennWorks. The
borrowings are unsecured and are due and payable on demand by VennWorks. During
2001, VennWorks converted $3,680,000 of the principal balance of this note and
$80,000 of accrued interest on all notes due to VennWorks into 376 shares of
Series 2000 Preferred Stock, leaving a balance of $803,255 outstanding under
this 9.0% note at December 31, 2001.

Preferred Stock Conversions

On September 28, 2001, Amphion Ventures and VennWorks elected to convert in
aggregate (a) 306.25 shares of Series 2000 Non-Voting Preferred Stock with an
issue price of $10,000 per share and a conversion price of $3.50 per share, into
875,000 shares of the Company's common stock, (b) 214 shares of Series J
Preferred Stock with an issue price of $10,000 per share and a conversion price
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 1,391,374 shares of the
Company's common stock.

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

Debt Outstanding to J. P. Morgan Investment Corporation

On December 14, 2000, J. P. Morgan Investment Corporation, a major stockholder
of the Company, agreed with the Company to extend the maturity date of the
$400,000 balance remaining under a note purchase agreement originally due
December 31, 1999 by one year. The balance of the indebtedness under the senior
notes issued under the note purchase agreement will be due in full by the
Company on December 14, 2001. The Company issued warrants to purchase 8,000
shares of Common Stock for $5.00 in consideration for extending the term of this
indebtedness. The warrants were valued at $13,600, which was amortized to
interest expense over the term of the loan. The balance of the indebtedness
under the senior notes issued under the note purchase agreement was due in full
by the Company on December 14, 2001 and, as of December 31, 2001, this note is
in default. The Company is negotiating with J.P. Morgan Investment Corporation
to extend the term of the notes.

Payment of Dividends on Preferred Stock

The holders of the Series A, B and C Preferred Stock are entitled to receive
dividends on each such share held by a holder at the annual rate of 10% of the
original issue price of each such share payable in arrears, at the end of each
quarter. Series I, J and 1999 Voting Preferred Stock are entitled to receive
dividends on each such share held by a holder at the annual rate of 8% of the
original issue price of each such share payable in arrears, semi annually.
Dividends on these six series of preferred stock are payable in cash or
additional shares of preferred stock, at the option of the Company or the
holders of the preferred stock, as the case may be.

In 2001, the Company issued the following dividends:


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     o    6,664 shares of Series A Preferred Stock to the holders thereof as
          payment in full for the $173,288 of accrued, but unpaid dividends of
          the Series A Preferred Stock;

     o    6,102 shares of Series B Preferred Stock to holders thereof as payment
          in full for the $173,288 of accrued, but unpaid dividends of the
          Series B Preferred Stock;

     o    3,497 shares of Series C Preferred Stock to holders thereof as payment
          in full for the $105,591 of accrued, but unpaid dividends of the
          Series C Preferred Stock;

     o    47 shares of Series I Preferred Stock to holders thereof as payment in
          full for the $461,147 of accrued, but unpaid dividends of the Series I
          Preferred Stock;

     o    164 shares of Series J Preferred Stock to holders thereof as payment
          in full for the $1,632,662 of accrued, but unpaid dividends of the
          Series J Preferred Stock;

     o    12 shares of Series 1999 Voting Preferred Stock to holders thereof as
          payment in full for the $116,936 of accrued, but unpaid dividends of
          the Series 1999 Voting Preferred Stock; and

     o    119 shares of Series 2000 Non-Voting Preferred Stock to the holders
          thereof as payment in full for the $1,186,056 of accrued, but unpaid
          dividends of the Series 2000 Non-Voting Preferred Stock.

See the information in the stock ownership tables in "Ownership of Certain
Beneficial Owners and Management" above for more information about the preferred
stock holdings of the Company's major stockholders.

Richard C.E. Morgan, the Chairman of the Company's board of directors, is the
owner of 41.5% of Antiope Partners L.L.C., 41.643% of Amphion Partners L.L.C.,
49.5% of Amphion Investments L.L.C., and, on a fully-diluted basis, 2.6258% of
VennWorks LLC. Mr. Morgan disclaims beneficial ownership of all of the Company's
shares held by these entities.

Robert J. Bertoldi, a director of the Company, is the owner of 23.5% of Antiope
Partners L.L.C., 23.5823% of Amphion Partners L.L.C., 33.0% of Amphion
Investments L.L.C., and, on a fully-diluted basis, 0.5442% of VennWorks LLC. Mr.
Bertoldi disclaims beneficial ownership of all of the Company's shares held by
these entities.

IVEX Corporation Asset Purchase

Effective November 30, 2001, the Company completed its acquisition of certain of
the assets of IVEX Corporation, a privately held corporation engaged in the
design, manufacture and marketing of video security technology and video storage
products. The purchase price for the assets included 148,000 shares of the
Company's common stock. The Amphion Group is a major stockholder of the Company
and was a major stockholder of IVEX Corporation prior to this asset sale.


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                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 30th day of April 2002.

                                       AXCESS INC.


                                       By: /s/ Allan Griebenow
                                           -------------------------------------
                                           Allan Griebenow, Director, President
                                           and Chief Executive Officer
                                           (Principal Executive Officer)




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