UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-KSB
(MARK  ONE)

/x/  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
     For  the  fiscal  year  ended  December  31,  2001
                                       OR
/ /  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For  the  transition  period  from ___________ to ___________

                                     0-17874
                            (Commission file number)

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

                               GLOBAL AXCESS CORP.
                 (Name of Small Business Issuer in Its Charter)

                        NEVADA                             88-0199674
          (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)               Identification No.)

               221 PONTE VEDRA PARK DRIVE
              PONTE VEDRA BEACH, FLORIDA                     32082
        (Address of principal executive offices)           (Zip Code)

                                 (904) 280-8500
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None
Securities  registered  pursuant  to  Section  12(g)  of  the  Act: Common Stock

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

     Check whether the Issuer: (1) has filed all reports required to be filed by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12  months (or for such shorter period that the Issuer 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 pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  the  Issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in  Part  III  of  this  Form  10-KSB.  [X]

Issuer's Revenues for the fiscal years 2001 were: $6,331,451.

The  aggregate  market  value  of the Common Stock held by non-affiliates of the
Issuer  as  of  April  12,  2002  was  $1,215,571.

As of April 12, 2002, the Issuer had 24,551,339 shares outstanding of the Common
Stock  ($0.001  par  value)  and  no  shares  outstanding of the Preferred Stock
($0.001  par  value).


                                      -1-
<PAGE>
                                 TABLE OF CONTENTS                      Page No.

PART  I

  Item  1.    Description of Business                                          3
  Item  2.    Description of Properties                                        4
  Item  3.    Legal  Proceedings                                               5
  Item  4.    Submission of Matters to a Vote of Security Holders              5

PART  II

  Item  5.    Market for Common Equity and Related Stockholder Matters         6
  Item  6.    Management's Discussion and Analysis of Financial Condition
              and Results  of  Operations                                      7
  Item  7.    Financial  Statements                                           14
  Item  8.    Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure                                        16

PART  III

  Item  9.    Directors  and  Executive  Officers,  Promoters  and  Control
              Persons; Compliance With Section 16(a) of the Exchange Act      16
  Item  10.   Executive  Compensation                                         16
  Item  11    Security Ownership of Certain Beneficial Owners and Management  16
  Item  12.   Certain  Relationships  and  Related  Transactions              16
  Item  13.   Exhibits  and  Reports  on  Form  8-K                           17

SIGNATURES                                                                    19

FINANCIAL  STATEMENTS

FINANCIAL  STATEMENT  SCHEDULE

EXHIBITS


                                      -2-
<PAGE>
Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-KSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Factors That May Affect Future Results of
Operations." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-Q to be filed in 2002. When used in this
report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "targets," "estimates," and similar expressions are generally intended
to identify forward-looking statements. You should not place undue reliance on
the forward-looking statements, which speak only as of the date of this Annual
Report on Form 10-KSB. We undertake no obligation to publicly release any
revisions to the forward-looking statements or reflect events or circumstances
after the date of this document.

                                     PART I

ITEM 1.          DESCRIPTION OF BUSINESS

Global Axcess Corp., through its wholly owned subsidiaries, is an automated
teller machine ("ATM") network and processing consolidator that plans to expand
through the strategic acquisition of profitable ATM businesses, internal growth
and, deployment of enhanced non-banking ATM consumer products worldwide.

Global Axcess Corp. (formerly known as Netholdings.com, Inc.) (Also referred to
as the "Company")  incorporated in Nevada on May 2, 1984 under the name of
Supermarket Video, Inc.  The Company underwent several name changes until 1999,
when it changed its name to Netholdings.com, Inc.  In June 2001, the Company
changed its name to Global Axcess Corp.  Global Axcess is a holding company
which conducts all of its operations through its wholly owned subsidiaries.
Global Axcess Corp. together with its subsidiaries shall be collectively
referred to as the "Company."

On March 26, 2001, IFT Financial Group, Inc., a Nevada corporation ("IFT"),
purchased Tallent & Associates, LLC, a Texas limited liability company
("Tallent"), an ATM network consisting of approximately 160 ATM terminals
located throughout Florida, Georgia, and Texas.  The consideration provided by
IFT to Tallent was $10,000 and 600,000 shares of IFT's common stock.  The
acquisition included an unsecured note receivable in the amount of $257,909 from
the managing member of Tallent, bearing an annual interest rate of 10% and
payable in one installment of principal and interest on May 14, 2003.

On May 31, 2001, the Company consummated an agreement to acquire all of the
outstanding capital stock of IFT Financial Group, Inc. ("IFT"), a Nevada
Corporation, in exchange for 8,775,000 shares of the Company's common stock
("IFT Transaction").  Prior to the IFT Transaction, Global Axcess was a
non-operating public shell company with no operations or assets and 2,003,737
shares of common stock issued and outstanding; and IFT Financial Group, Inc. was
an operational private company.


                                      -3-
<PAGE>
On June 27, 2001, the Company consummated an agreement effective July 1, 2001
with ATMI, Inc. and SAMS, Inc. to purchase 311 merchant account contracts from
ATMI, Inc. and 190 investor contracts from SAMS, Inc. in consideration of
258,357 and 541,633 shares, respectively, of the Company's common stock.

On June 29, 2001, the Company purchased all outstanding capital of Nationwide
Money Services, Inc. ("Nationwide"), including its wholly owned subsidiary EFT
Integration, Inc., from Cardservice International, Inc.  In consideration, the
Company issued 3,725,000 shares of its common stock to Cardservice
International, Inc. and 149,000 shares of its common stock as a finder's fee.
Nationwide is an ATM network business consisting of approximately 1,000 ATM
machines.

EXECUTIVE OFFICERS

     The Company's executive officers as of April 12, 2002 are as follows:

Name           Age                 Positions
-------------  ---  ----------------------------------------------
Dick Wray       67  Chairman
-------------  ---  ----------------------------------------------
David Fann,     47  President and Director
                    Chief Executive Officer and Chief
                    Operating Officer and Interim Treasurer
-------------  ---  ----------------------------------------------
Michael Dodak   55  and Director
-------------  ---  ----------------------------------------------
Daryl Idler     57  Secretary and Director
-------------  ---  ----------------------------------------------


ITEM 2.          DESCRIPTION OF PROPERTIES

                                Approximate
                                Square
Location                        Footage                      Use
-----------------------------  --------------  --------------------------------
Ponte Vedra, Florida           12,000 sq. ft.  General office use; operations,
                                               accounting, software development
                                               and related administrative
-----------------------------  --------------  --------------------------------
West Columbia, South Carolina   3,600 sq. ft.  General warehouse use, equipment
                                               storage, and maintenance
                                               operations.
-----------------------------  --------------  --------------------------------


                                      -4-
<PAGE>
     In general, all facilities are in good condition and are operating at
capacities that range from 65% to 100%.  Both facilities are leased under
operating leases.  The West Columbia facility is owned by P&K and an employee of
the Company has an ownership interest in the business.  The monthly lease
payments are based on the average number of ATMs stored at the facility during
the preceding month.  In comparison to similar facilities in the area, we
believe the terms of the lease are fair, and the monthly lease rate is at or
below the cost for comparable space.

ITEM 3.     LEGAL PROCEEDINGS

In November 2001, the Company filed a civil action in the Superior Court of San
Diego County against Tallent & Associates, LLC and related parties.  In February
2002, the complaint was voluntarily withdrawn and a similar complaint was then
filed against (i) Tallent & Associates, LLC; (ii) Tim A. Tallent; and (iii)
Jimmy A. Tallent.  The complaint relates to various financial, operational, and
asset irregularities discovered by Global Axcess subsequent to the acquisition
of IFT Financial Group, Inc. (See Item 1of Part I).  The Company's objective is
to (a) recover amounts due under certain liabilities that were assumed in the
transaction; (b) enforce indemnification obligations; (c) related monetary
damages; and (d) rescission and cancellation of Common Stock issued by the
Company to the named parties.  Management is presently attempting to resolve
this dispute informally, and if unsuccessful, will vigorously prosecute the
various causes of action alleged in the complaint.  The Company does not appear
to be at risk of any loss in this matter, other than the cost of legal fees for
prosecuting this litigation.

     Mr. Lawrence Helzer, a former employee of the Company, has filed a lawsuit
against the Company alleging breach of his employment contract. The dispute
relates to certain severance compensation provisions of his employment contract
for the unfinished period of his employment term. The Company believes it has
valid defenses in this matter and intends to continue its' defense of this
matter.

     In April 2002, EFTLogix, Inc., a Texas corporation, filed a lawsuit against
Tallent & Associates, LLC, Tim A. Tallent (collectively "Tallent") and the
Company alleging breach of a certain contract between EFTLogix, Inc. and
Tallent. The amount in controversy is $40,954.50, plus a demand for related
damages. Pursuant to the terms of the acquisition agreement between Tallent and
the Company, the Company is entitled to indemnification for these types of
claims. Therefore, the Company intends to assert its' right to indemnification,
including the legal costs of defense, by Tallent. The Company has not yet filed
a response to the EFTLogix, Inc. complaint, Regardless of the merits of the
claim by EFTLogix, Inc., the Company is confident that it will prevail in its'
claim for defense and indemnification by Tallent.


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       Not applicable.


                                      -5-
<PAGE>
                                     PART II

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Pursuant to the Bylaws of the Company, as amended, we are authorized to
issue a total of 75,000,000 shares of Command Stock, and 25,000,000 shares of
Preferred Stock ($0.001 par value). The Company has never issued any series or
shares of its Preferred Stock.

     Our common stock is traded on the Over the Counter Bulletin Board
("OTC:BB") under the symbol "GLXS." As of April 12, 2002, there were 24,551,339
shares of the Company's Common Stock ($0.001 par value) issued and outstanding.

     On April 12, 2002, there were 571 holders of record of our common stock.
Because many of such shares are held by brokers and other institutions on behalf
of stockholders, we are unable to estimate the total number of stockholders
represented by these record holders. The following table sets forth the high and
low sales price per share of our common stock.

                                    Price Range
                                    ------------
                                    High    Low
                                    ------  ----
Fiscal 2001:
  First Quarter                     $ 2.50  1.25
  Second Quarter                      2.75   .88
  Third Quarter                       1.15   .23
  Fourth Quarter                       .23  .035
  Fiscal Year                         2.75  .035

Fiscal 2000:
  First Quarter                     $14.75  2.50
  Second Quarter                      8.00  1.75
  Third Quarter                      14.50   .50
  Fourth Quarter                      5.50  1.25
  Fiscal Year                        14.75   .50


     We have paid no dividends on our common stock during the fiscal year ended
December 31, 2001, or during any period of the Company's existence.

     The declaration of future dividends, whether in cash or in-kind, is within
the discretion of the Board of Directors and will depend upon business
conditions, our results of operations, our financial condition, and other
factors.


                                      -6-
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


     The following discussion (presented in millions, except per share amounts)
should be read in conjunction with the consolidated financial statements and
notes thereto.

     In addition to historical information, this Annual Report on Form 10-KSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Factors That May Affect Future Results of
Operations." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-Q to be filed in 2002. When used in this
report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "targets," "estimates," "looks for," "looks to," and similar
expressions are generally intended to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements, which speak
only as of the date of this Annual Report on Form 10-KSB. We undertake no
obligation to publicly release any revisions to the forward-looking statements
or reflect events or circumstances after the date of this document. The Company

     The Company, through its wholly owned subsidiaries, owns and operates
Automatic Teller Machines ("ATM") with locations primarily in the Southeast
United States. The Company also markets services as an ATM processing
consolidator to ATM operators not affiliated with any bank or similar financial
institution.

     In addition to internal unit growth, the Company plans to consolidate ATM
network and ATM processing companies into one efficient, cost-effective
organization. The ATM markets and capabilities are evolving rapidly with the
advent of new technology. ATMs are becoming interactive terminals for the
delivery of many different kinds of goods and services to consumers. The Company
is also an ATM processor with a proprietary ATM management software products.
The Company has developed, through its software development group over the past
five years, a proprietary turnkey software suite known as "NMS Mystro" which may
be licensed at some later date to generate additional revenue. The Company
intends to continue development of develop of additional ATM management
software.

     The Company's ATM systems function as a data repository for monitoring,
maintenance and cash management for the ATM industry. These important software
assets, in management's opinion, will drive down costs and build a strong,
scaleable infrastructure to expand the business. The company, through its wholly
owned subsidiary provides processing for the Company's ATM's as well as for
third party ATM's. This also allows the Company to act as a processor for other
ATM networks for added revenue streams. The Company is unique as most ATM
companies are not also processors.


                                      -7-
<PAGE>
The Company's mission is to become a leading global ATM network and services
provider through network acquisition and internal development of value-added
turnkey, consumer and business-to-business transaction solutions and products.
The Company is positioning itself to leverage its advanced technology, internal
processing, economies of scale and industry knowledge to capture a substantial
portion of the non-bank ATM market. Importantly, having both project management
and transaction processing allows the Company to successfully compete in its
industry. Most competitors do not have this vertical capability. When coupled
with third-party products, the Company will be in a position to increase the
financial services offered by the ATM. These future financial and digital-based
products will be targeted towards the traditional ATM customer (domestically,
25-30% of the working population do not use traditional bank services/checking
accounts), as well as potential new ATM customers. These products are intended
to give the Company a competitive edge in both product offerings and higher
margin revenues, and to draw ATM companies to its acquisition strategy. Although
the Company has historically focused its operations mainly in the Eastern region
of the United States, the Company has commenced expansion of its operations
throughout the U.S.

Financial Review

The following financial review and analysis concerns the financial condition and
results of operations of the Company for the years ended December 31, 2001 and
2000. This information should be read in conjunction with the Company's audited
Consolidated Financial Statements and accompanying notes and other detailed
information regarding the Company appearing elsewhere in this Form 10-KSB.

In the opinion of management, the results from operations during the year ending
December 31, 2001 do not reflect the ongoing prospects of this company. During
the third and fourth quarter, 2001, the company sorted through the activities
associated with changes in management, capital raising, business combinations,
and implementing its business plan, including the substantial compliance
requirements of a public reporting Company involved in the transactions listed
above.  The Company incurred unusually high general and administrative expenses
related to the recent business combinations and took a significant charge
against its earnings due to the impairment of goodwill related to the businesses
it acquired.  In the opinion of management, these non-recurring expenses distort
the operating margins and are not indicative of management's expectations for
future financial performance.

RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000 AND FOR
THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

The following operations analysis of the Company for the three and twelve months
ended December 31, 2001, reflect both the historical financial statements of IFT
and the operations of Nationwide Money Services, Inc. IFT operational activities
commenced on April 1, 2001 as a result of its purchase of Tallent & Associates,
LLC. Additionally, the Company's operational results for the three and twelve
months ended December 31, 2001 include the activities of Nationwide from June
29, 2001 (purchase date) through December 31, 2001.


                                      -8-
<PAGE>
REVENUE

The Company reported total revenues of $2,776,835 and $6,331,451 for the three
and twelve months period ended December 31, 2001. The Company's revenue
primarily consists of surcharge, interchange, processing and management fees
earned during the three and twelve months ended December 31, 2001, respectively,
from its ATM network operations, principally consisting of approximately 1,320
active ATM terminals.

Surcharge fees are fees assessed directly to the consumer utilizing the ATM
terminals owned by the Company. The surcharge fees assessed range from $1.00 to
$2.50 based upon a cash withdrawal transaction from the ATM terminals.

Interchange fees are fees assessed directly to the card issuer of the consumer.
The interchange fees are comprised of two fees: (1) an interchange fee ranging
from approximately $0.40 to $0.55 based upon each cash withdrawal transaction;
and (2) an interchange fee ranging from approximately $0.15 to $0.25 based upon
an account inquiry by the consumer.

Processing fees are earned by EFT Integration, a wholly owned subsidiary of
Nationwide Money Services, for the switching of transactions between the ATMs
and the cardholders bank(s). The processing fees earned by EFTI for the
switching of transactions for Nationwide Money Services, Inc.'s ATMs are
eliminated at time of consolidation. However, EFTI switches transactions for
companies other than Nationwide Money Services.

Management fees are charged to various companies or individuals that use the
services of Nationwide Money Services to operate their ATMs. These fees are for
services such as cash management, project management and account management.

OPERATING EXPENSES

The Company reported total cost of revenue of $5,926,898 for the year ended
December 31, 2001. Operating expenses primarily consist of transaction fees,
maintenance and cost of equipment. Cost of revenues amounted to approximately
93% of the Company's total revenues for the year ended December 31, 2001,
respectively. General and administrative expenses which excludes depreciation,
and stock based compensation was $2,650,438 for the year ended December 31,
2001.   General and Administrative expenses were 36% of the Company's total
revenues for year ended December 31, 2001. General and administrative expenses
principally consisted of the operations of Nationwide and the Company.

LOSS BEFORE INCOME TAXES

As a result of the foregoing factors, results from operations before provision
for income taxes equaled a loss of approximately $6,6,23,640 for the year ended
December 31, 2001. Loss from operations was approximately $4,136,858 for the
year ended December 31, 2001.


                                      -9-
<PAGE>
IMPAIRMENT OF GOODWILL

As noted in Notes 2 and 3 to the financial statements, management reviewed the
operations of Tallent, ATMI and SAMS and determined that based on losses
incurred from operations would continue and it would not recover the goodwill
resulting from these acquisitions and therefore impaired the remaining goodwill
in the amount of $2,224,845 that resulted from these acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its operations through cash generated
from the sale of equity securities and debt financings. To date, the Company has
not been able to support its operations from revenues through sales of products
or services.

As of December 31, 2001, the Company's had current assets of $3,312,957 and
current liabilities of $6,400,867 and was incurring operating losses. However,
$2,000,000 of the Company's cash or 60% of its current assets is held in the
Company's ATM's and are not available for working capital. These funds resulted
primarily from a long-term financing from Cardservice, Inc. for $2,000,000, in
connection with the acquisition of Nationwide Money Services, Inc.

However, the Company's management believes cash flow from operations will turn
positive in the first quarter of 2002 from internal growth and the expiration of
various lease obligations. The Company has paid off leases in the first quarter
of 2002 that had monthly payments of $49,000. Due to the pay down of equipment
lease liabilities debt service from May 1, 2002 forward will be less than
$50,000 which is down from the average of approximately $183,000 per month
during 2001.

The Company has also developed a plan to generate additional revenue by
installing the remaining sites in the Food Lion by using third parties who will
own the equipment and pay for the installation and Nationwide Money Services
will manage the sites for both an upfront and a monthly fee. The Company will
also seek additional sources of capital through a combination of debt or equity
financing, but there can be no assurance that the Company will be successful in
accomplishing its objectives.

Additional Funding Sources

In order to fulfill its business plan and expand its business, the Company must
have access to funding sources that are prepared to make equity or debt
investments in the Company's securities.

In order to address this potential for growth, the Company has taken steps to
raise additional funds to finance its operations, including the potential for
making strategic acquisitions, which could better position the Company for
growth. Historically, the Company has relied primarily upon institutional
investors for this purpose. Of the approximately $400,000 raised in equity
financing during the quarter ended June 30, 2001, the majority was funded by
institutions.


                                      -10-
<PAGE>
However, as a result in the decline in the market value of the Company's common
stock, it has been unsuccessful during the quarter ended December 31, 2001 in
raising needed capital. No assurance can be given that the Company will be able
to secure investment funds in the future.

The Company's ability to attract investors depends upon a number of factors,
some of which are beyond the Company's control. The key factors in this regard
include general economic conditions, the condition of ATM markets, the
availability of alternative investment opportunities, the Company's past
financial performance affecting the Company's current reputation in the
financial community.

The Company is continuing its efforts to raise additional capital through equity
or debt financings. It plans to either refinance or pay down its ATM leases
during the first two quarters of 2002. The Company believes that as a result of
the expiration of lease obligations, cash flow and operating income will become
positive and will enable the Company to secure additional equity financings. The
Company estimates to continue its current business plan and acquisition
strategy, it will require approximately $7,500,000 in additional working capital
to meet its needs for the next 12 months for such items as new leases, software
development and acquisitions. The Company believes that with that upon the
expiration of the ATM leases, it would not require additional financing to
continue its current level of operations.

The Company anticipates improved profitability and cash flow based upon
expiration of various leases  in the first and second quarter of the year 2002.
The Company will require significant additional financing in the future in order
to satisfy its acquisition plan. The Company intends to raise additional capital
through debt and equity financings to fund its continued growth. The need for
additional capital to finance operations and growth will be greater should,
among other things, revenue or expense estimates prove to be incorrect,
particularly if additional sources of capital are not raised in sufficient
amounts or on acceptable terms when needed. Consequently, the Company may be
required to reduce the scope of its business activities until other financing
can be obtained.

FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

The Company's business is subject to numerous factors affecting its operating
results. In addition to the factors discussed above in this Item 2, the
Company's operating results may be affected by:

Limited Operating History

As a result of the Company's limited operating history, its plan for rapid
growth, and the increasingly competitive nature of the markets in which it will
operate, the historical financial data is of limited value in evaluating its
future revenue and operating expenses. The Company's planned expense levels will
be based in part on expectations concerning future revenue, which is difficult
to forecast accurately based on current plans of expansion and growth. The
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected shortfall in revenue. Further, general and administrative
expenses may increase significantly as it expands operations. To the extent that
these expenses precede, or are not rapidly followed by, a corresponding increase
in revenue, the Company's business, operating results, and financial condition
will suffer.


                                      -11-
<PAGE>
Dependence on Key Personnel

The Company's success depends upon the continued contributions of certain key
Personnel, who may be difficult to replace because of their extensive experience
in his field, extensive market contacts and familiarity with the Company's
activities. While the Company believes it has sufficient cross expertise, if any
key management employee were to cease employment, the Company's operating
results may suffer. The Company's future success also depends in large part upon
its ability to hire and retain additional highly skilled managerial, operational
and marketing personnel. Should the Company be unable to attract and retain
skilled personnel, the Company's performance may suffer.

Cash Flow Constraints

The Company anticipates an improvement in its performance in 2002, based upon
the expiration of various leases in the first and second quarter of 2002.

Major Contract

     The contract with a major customer (Food Lion) expired in September 2001.
The Company signed new contracts with Food Lion, and an affiliated company, Kash
n Karry, in November 2001. The new contracts included the sites then operating
of approximately 550, and included an additional 400 sites. The new contracts
will be for a five-year period for both the existing sites and the new sites.
As of December 31, 2001, the Company had placed in service approximately 1,320
ATM sites.  The sites maintained by Food Lion and Kash n Karry constitute
approximately 42% of the total sites of the Company.  Historically, these sites
have generated average revenue per site in excess of other sites.  If the
Company were to lose the Food Lion and Kash n Karry accounts, the revenues of
the Company would be substantially affected.

Other Factors

     Competition.  The ATM business is and can be expected to remain highly
competitive. While the Company's principal competition comes from national and
regional banks, the Company also competes with independent ATM companies. All of
these competitors offer services similar to or substantially the same as those
offered by the Company. Most of these competitors are larger, more established
and have greater financial and other resources than the Company. Such
competition could prevent the Company from obtaining or maintaining desirable
locations for its machines or could cause the Company to reduce its user fees
generated by its ATMs or could cause the Company's profits to decline. The
independent ATM business has become increasingly competitive since entities
other than banks have entered the market and relatively few barriers exist to
entry.

     Government Regulation.  The Company is subject to potential regulation by
the Federal Banking Acts. In the event that the Company develops nationwide


                                      -12-
<PAGE>
operations, it may be subject to regulations of state authorities in those
states in which it operates. In some states, the amount and nature of fees
charged is limited or restricted by regulation, and in some states private ATM
machines are not permissible.

     Dilution. Pursuant to various subscription and acquisition agreements
entered into during the fiscal year ended December 31, 2002 by the Company and
certain parties, if shares issued by the Company to such certain parties do not
maintain their value equal to or greater than $1.00 per share on future dates
ranging from June 2002 through July 2003, the Company would be required to issue
additional shares to offset the decline on such shares in order maintain the
overall value of the total shares issued related to such agreements.  See Note
14 to the Consolidated Financial Statements.  The Company is in current
negotiations to either eliminate or extend these provisions so as to allow the
Company to support the value of the stock of the Company.  Management of the
Company is confident that it will be able to consummate the elimination or
extension of these provisions.

     Corporate Governance. The board of directors is currently reviewing certain
actions concerning the issuance of stock in lieu of compensation and the grant
of stock options to officers of the Company by the previous board of directors
existing prior to February 1, 2002. The board is currently in negotiations to
modify and/or eliminate certain of the stock awards and stock option grants with
the recipients thereof. The board believes that it will be successful in
modifying the stock and stock options issued by the previous board.

     Securities Laws. The Company previously filed Forms S-8 as follows: (i) on
March 29, 2000 registering 2.5 million shares of the common stock pursuant to
the Company's 2000 Stock Plan; on May 31, 2001 registering 2.5 million shares of
the common stock pursuant to the Company's 2001 Stock Plan; and (iii) on October
11, 2001 registering an additional 2.5 million shares of the common stock
pursuant to the Company's Amended 2001 Stock Plan. Management is currently
investigating the circumstances surrounding the registration of the stock under
these registration statements. In the event that management determines that the
registrations violated Section 5 of the Securities Act of 1933, the stock issued
under the registration statements may be subject to rescission by the Company or
may be restricted stock subject to Rule 144 limitations. A rescission offering
may deplete the Company of cash and assets necessary in operations and for
expansion. Furthermore, in the event that management determines that the
registrations violated Section 5 of the Securities Act of 1933, the Company will
seek redress against certain advisors and professionals (including former
counsel) who advocated, and benefited from, the registration of such S-8 stock.
The investigation by management is ongoing.

     Dissolution of IFT.  In connection with the Asset Purchase and Sale
Agreement between IFT and the Company, IFT warranted that it would dissolve and
wind-up its affairs after the closing of the transaction, in furtherance of the
intentions of the parties to the agreement to preserve the tax treatment
afforded by IRC section 368. Further, the Board of Directors of IFT on October
4, 2001 voted to dissolve the corporation and cause to be issued to its
shareholders the pro-rata common shares received from the Company pursuant to
the May 31, 2001 agreement. A Certificate of Dissolution was executed by the


                                      -13-
<PAGE>
company on October 25, 2001, and recorded by the Nevada Secretary of State on
November 8, 2001. Certain directors of IFT, who were also former directors and
officers of the Company have commenced activities to block the dissolution of
IFT and the distribution prorata of the Company common shares owned by IFT.
Inasmuch as the actions of the IFT directors do not change the total number of
shares of the corporation attributable to IFT shareholders, should the prorata
share distribution be temporarily blocked or otherwise delayed, the Company
believe such event will not have a material adverse effect on the Company.


ITEM 7.          FINANCIAL STATEMENTS
     Our financial statements required by this item are submitted as a separate
section of this Form 10-KSB.  See Item 14 (a)(1) for a listing of financial
statements provided in the section titled "FINANCIAL STATEMENTS".


                                      -14-
<PAGE>
                              RESULTS OF OPERATIONS
OVERVIEW

REVENUE

                                           2001    Change    2000
                                          -------  -------  -------
Revenue                                   $6,331

Cost of  Revenues
                                            2001   Change    2000
                                          -------  -------  -------
Cost of Revenues                          $5,927        %   $      %  $
Percentage of total revenue                   94%                  %       %

Operating Expenses
                                            2001   Change    2000    Change 1999
                                          -------  -------  -------  ------ ----

Stock Based Compensation                  $  667
Depreciation and                           1,224
Amortization
Selling, General and
Administrative                             2,650
Total Operating Expenses                   4,541
                                          -------
Percentage of total revenue                   72%


Other Expenses
                                            2001   Change     2000   Change 1999
                                          -------  -------  -------  ------ ----

Impairment of acquired
intangible assets                         $1,759
Impairment of acquired
tangible assets                              466
Interest Expense                             262
                                          -------
Total Other Expenses                      $2,487
Percentage of total revenue

Loss before Provision for Income Taxes   $(6,624)
                                         --------

Net Loss                                 $(6,624)
Basic and Diluted loss per common stock   ( 0.50)
Basic and Diluted weighted average
     Common shares outstanding            13,180


                                      -15-
<PAGE>
FINANCIAL STATEMENTS

     Our financial statements required by this item are submitted as a separate
section of this Form 10-KSB.  See Item 14 (a)(1) for a listing of financial
statements provided in the section titled "FINANCIAL STATEMENTS".

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

          Not applicable.

                                    PART III

ITEM 9.          DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER

     The information required by this item is included in Item 10 of this Form
10-KSB.


ITEM 10.     EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                        Annual Compensation
Name and Principal                                 Equity       Beneficial
Position                     Year     Salary     Compensation   Ownership
--------------------------  ------  -----------  -------------  -----------
<S>                         <C>     <C>          <C>            <C>
Richard Wray
Chairman of the Board of
Directors                     2001  $   169,666     1,897,750

Michael Dodak,
Chief Execustive Officer,
Chief Operating Offivcer,
Interim Treasurer and
Director                      2001  $   109,283   1,322,250(1)  2,195,250

David Fann
President & Director          2001  $    64,667     1,781,750

Daryl C. Idler, Jr.
Secretary and Director        2001  $   113,966     1,076,000   2,059,750

Steve Mortensen               2001        5,334     1,562,666   2,116,000
</TABLE>

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

     The information required by this item is included in Item 10 of this Form
10-KSB.


ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


                                      -16-
<PAGE>
     The information required by this item is submitted as a separate section of
this Form 10-KSB.  See Notes 1, 6 and 12 to the Financial Statements for a
listing of Related Party Transactions.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)     INDEX TO EXHIBITS

                                            Incorporated by
                                            Reference
Exhibit                                     ------------------   Filed
Number      Exhibit Description             Form  Date  Number   Herewith
------      -----------------------------   ----  ----  ------   --------
   3.1      Articles of Incorporation
   3.2      Bylaws
     9      Voting Trust Agreement
    10      Material Contracts
  13.1      Form 10-KSB December 2000
  13.2      Form 10-QSB March 2001
  13.3      Form 10-QSB June 2001
  13.4      Form 10-QSB September 2001
            Consent of L.L. Bradford &
            Company, LLC, the Company's
            Independent Public
  23.1      Accountants

(b) Reports on Form 8-K

Form 8-K filed on July 23, 2001, regarding the acquisition of Nationwide Money
Services, Inc. and related exhibits.

Form 8-K filed on August 6, 2001, regarding changes in Registrant's certifying
accountant and related exhibit.

Form 8-K/A filed on August 28, 2001, amending the Form 8-K filed on August 6,
2001.

Form 8-K filed on August 31, 2001, reporting additions to the Board of Directors
and that James H. Collins and David Fann were no longer officers and directors
of the Company.

Form 8-K/A filed on August 31, 2001, amending the Form 8-K filed on June 15,
2001.

Form 8-K/A filed on September 21, 2001, amending the Form 8-K filed on July 23,
2001.


                                      -17-
<PAGE>
Form 8-K/A filed on October 10, 2001, reporting that Richard Wray is no longer
an officer and director

Subsidiaries of the Issuer:

Nationwide Money Services, a Florida corporation


                                      -18-
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              GLOBAL AXCESS CORP.

                              By: /s/ MICHAEL DODAK
                                 ----------------------------------------------
                                 Michael Dodak
                                 (Principal Financial and Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Issuer
and in the capacities indicated on the 15th day of April, 2002.

Signature                  Title
------------------------   ---------------------------
Richard Wray               Director

David Fann                 President, Director

Michael Dodak


David Fann


Richard Wray


Daryl C. Idler, Jr.


Ernst Schoenbaechler


<PAGE>





                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

        (With Report of Independent Certified Public Accountants Thereon)









                          L.L. Bradford & Company, LLC
                   Certified Public Accountants & Consultants




<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                        CONSOLIDATED FINANCIAL STATEMENTS


                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------

Report of Independent Certified Public Accountants                             1

Financial statements

Consolidated balance sheet                                                     2

Consolidated statements of operations                                          3

Consolidated statement of stockholders' equity                                 4

Consolidated statements of cash flows                                          6

Notes to consolidated financial statements                                     7


<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors
Global Axcess Corp.
Ponte Vedra Beach, Florida

We  have  audited  the  accompanying consolidated balance sheet of Global Axcess
Corp.  as  of  December  31,  2001  and  the  related consolidated statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
2001  and  for  the  period  from  December  15, 2000 (Date of inception for IFT
Financial  Group, Inc.) through December 31, 2000.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to  obtain  reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the consolidated
financial  statements.  An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  consolidated  financial  statement  presentation.  We
believe  that  our  audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Global Axcess Corp.
as of December 31, 2001, and the consolidated results of its operations and cash
flows  for the year ended December 31, 2001 and for the period from December 15,
2000 (Date of inception for IFT Financial Group, Inc.) through December 31, 2000
in  conformity  with  accounting  principles  generally  accepted  in the United
States.





L.L. Bradford & Company, LLC
March 25, 2002
(except for Note 15, as to which the date is April 12, 2002)
Las  Vegas,  Nevada


<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS
<S>                                                        <C>
Current assets
  Cash                                                     $   255,022
  Automated teller machine vault cash                        2,625,133
  Accounts receivable, net                                     432,802
  Note receivable - related party, net                              --
                                                           ------------
    Total current assets                                     3,312,957

Fixed assets, net                                            2,582,662

Other assets
  Intangible assets, net                                     2,262,909
  Other assets                                                  15,676
                                                           ------------

Total assets                                               $ 8,174,204
                                                           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities                 $ 1,496,403
  Automated teller machine vault cash payable                2,625,133
  Stock payable                                                 38,400
  Due to related parties                                       962,398
  Notes payable-related parties  - curent portion              213,228
  Notes payable - current portion                              212,454
  Capital lease obligations - current portion                  852,851
                                                           ------------
    Total current liabilities                                6,400,867

Long-term liabilities
  Notes payable-related parties  - long-term portion           447,447
  Notes payable - long-term portion                             45,742
  Capital lease obligations - long-term portion                297,358
                                                           ------------

Total liabilities                                            7,191,414

Commitments and contingencies                                       --

Stockholders' equity
  Preferred stock; $0.001 par value; 25,000,000 shares
     authorized, 0 shares issued and outstanding                    --
  Common stock; $0.001 par value; 75,000,000 shares
     authorized, 18,590,172 shares issued and outstanding       18,590
  Additional paid-in capital                                 7,592,371
  Prepaid consulting services paid in common stock                  --
  Accumulated deficit                                       (6,628,171)
                                                           ------------
    Total stockholders' equity                                 982,790
                                                           ------------

Total liabilities and stockholders' equity                 $ 8,174,204
                                                           ============

          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                    For the period from
                                                                      December 15, 2000
                                                                     (Date of Inception
                                                                      for IFT Financial
                                             For the year ended     Group, Inc.) through
                                              December 31, 2001      December 31, 2000
                                            ---------------------  ----------------------
<S>                                         <C>                    <C>
Revenues                                    $          6,331,451   $                  --

Cost of revenues                                       5,926,898                      --
                                            ---------------------  ----------------------

  Gross profit                                           404,553                      --

Operating expenses
  Stock based compensation                               666,565                   4,000
  Depreciation and amortization                        1,224,408                      --
  Selling general and administrative                   2,650,438                     531
                                            ---------------------  ----------------------
    Total operating expenses                           4,541,411                   4,531
                                            ---------------------  ----------------------

  Loss from operations                                (4,136,858)                 (4,531)

Other expense
  Impairment of acquired intangible assets             1,758,848                      --
  Impairment of acquired tangible assets                 465,997                      --
  Interest expense                                       261,937                      --
                                            ---------------------  ----------------------
    Total other expense                                2,486,782                      --

Loss before provision for income taxes                (6,623,640)                 (4,531)

Provision for income taxes                                    --                      --
                                            ---------------------  ----------------------

Net loss                                    $         (6,623,640)  $              (4,531)
                                            =====================  ======================

Basic and diluted loss per common share     $              (0.50)  $               (0.04)
                                            =====================  ======================

Basic and diluted weighted average
  common shares outstanding                           13,180,332                 120,548
                                            =====================  ======================

               See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                    GLOBAL AXCESS CORP.
                                        (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                     Prepaid
                                                                                    Consulting
                                                                                     Services
                                                    Common Stock      Additional     Paid in                  Total
                                                  ------------------    Paid-in       Common   Accumulated Stockholders'
                                                   Shares    Amount     Capital       Stock      Deficit      Equity
                                                  ---------  -------  ------------  ----------  ---------  -------------
<S>                                               <C>        <C>      <C>           <C>         <C>        <C>
Balance, December 15, 2000 (Date of
 inception for IFT Financial Group, Inc.)                --  $    --  $        --   $      --   $     --   $         --


Issuance of common stock to founders in
December 2000 for consulting services,
 $0.01 per share                                  4,000,000    4,000           --          --         --          4,000

Net loss                                                 --       --           --          --     (4,531)        (4,531)
                                                  ---------  -------  ------------  ----------  ---------  -------------

Balance, December 31, 2000                        4,000,000    4,000           --          --     (4,531)          (531)

Issuance of common stock to founders in
  January 2001 for consulting services,
   $0.01 per share                                3,245,000    3,245           --          --         --          3,245

Issuance of common stock in March 2001
  for acquisition of Tallent & Associates, LLC,
  $1.00 per share                                   600,000      600      599,400          --         --        600,000

Issuance of common stock in March 2001
  for satisfaction of note payable,
  $1.00 per share                                    55,000       55       54,945          --         --         55,000

Issuance of common stock in March 2001
  for satisfaction of promissory note payable
  totaling $775,000, $1.00 per share                775,000      775      774,225          --         --        775,000

Issuance of common stock for cash in May
  2001 (net of offering costs of $43),
  $1.00 per share                                   400,000      400      399,557          --         --        399,957

Issuance of common stock in May 2001
  for acquisition of Netholdings.com, Inc.,
  $0.001 per share                                2,003,737    2,004   (1,000,000)         --         --       (997,996)

Issuance of common stock in June 2001
  in satisfaction of Netholdings.com, Inc.
  accounts payable, $1.00 per share               1,000,000    1,000      999,000          --         --      1,000,000


Issuance of common stock in June 2001
  for consulting services, $1.00 per share          100,000      100       99,900          --         --        100,000

Issuance of common in June 2001 for
  prepaid consulting services,
  $1.00 per share                                   500,000      500      499,500    (500,000)        --             --

Issuance of common stock in June 2001
  for acquisition of Nationwide Money
  Services, Inc., $1.00 per share                 3,725,000    3,725    3,721,275          --         --      3,725,000

                                 See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                    GLOBAL AXCESS CORP.
                                        (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                      Prepaid
                                                                                     Consulting
                                                                                      Services
                                                     Common Stock      Additional     Paid in                     Total
                                                  -------------------    Paid-in       Common   Accumulated   Stockholders'
                                                   Shares     Amount     Capital       Stock      Deficit        Equity
                                                  ----------  -------  ------------  ----------  -----------  -------------
<S>                                               <C>         <C>      <C>           <C>         <C>           <C>
Issuance of common stock in June 2001
  for acquisition of merchant servicing
  contracts from ATM International, Inc.,
   $1.00 per share                                   258,357      258      258,099          --            --       258,357

Issuance of common stock in June 2001
  for acquisition of merchant servicing
  contracts from SmartATM
  Management, Ltd., $1.00 per share                  541,633      542      541,091          --            --       541,633

Issuance of common stock in June 2001
  for acquisition of equipment
  from RBSI, $1.00 per share                          34,445       34       34,411          --            --        34,445

Issuance of common stock in July 2001
  related to finder's fee for acquisition
  of Nationwide Money Services, Inc.,
  $1.00 per share                                    149,000      149      148,851          --            --       149,000

Issuance of common stock in July 2001
  for covenant not to compete agreement,
  $1.00 per share                                    200,000      200      199,800          --            --       200,000

Issuance of common stock in August 2001
  for cash, $1.00 per share                           50,000       50       49,950          --            --        50,000

Issuance of common stock in August 2001
  for interest expense,
   $1.00 per share                                    15,000       15       14,985          --            --        15,000

Issuance of common stock in September 2001
  for exercise of warrants,
  $0.30 per share                                    500,000      500      149,500          --            --       150,000

Current period recognition of prepaid
  consulting services paid in common stock                --       --           --     500,000            --       500,000

Issuance of common stock in October 2001
  for wages                                           38,000       38        5,282          --            --         5,320

Issunace of common stock in November 2001
  for consulting services                            100,000      100       15,900          --            --        16,000

Issunace of common stock in December 2001
  for consulting services                            300,000      300       26,700          --            --        27,000

Net loss                                                  --       --           --          --    (6,623,640)   (6,623,640)
                                                  ----------  -------  ------------  ----------  -----------  -------------

Balance, December 31, 2001                        18,590,172  $18,590  $ 7,592,371   $      --   $(6,628,171)  $   982,790
                                                  ==========  =======  ============  ==========  ===========  =============

                                 See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                              GLOBAL AXCESS CORP.
                                   (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                     For the period from
                                                                                                      December 15, 2000
                                                                                                     (Date of Inception
                                                                                                      for IFT Financial
                                                                             For the year ended     Group, Inc.) through
                                                                              December 31, 2001      December 31, 2000
                                                                            ---------------------  ----------------------
<S>                                                                         <C>                    <C>
Cash flows from operating activities:
  Net loss                                                                  $         (6,623,640)  $              (4,531)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Stock based compensation                                                             666,565                   4,000
    Depreciation and amortization                                                      1,224,408                      --
    Impairment of acquired assets                                                      2,224,845                      --
  Changes in operating assets and liabilities:
    Change in automated teller machine vault cash                                     (2,625,133)                     --
    Change in accounts receivable                                                       (112,680)                     --
    Change in other assets                                                               (11,317)                     --
    Change in accounts payable and accrued liabilities                                 1,495,872                     531
    Change in automated teller machine vault cash payable                              2,625,133                      --
    Change in stock payable                                                               38,400                      --
    Change in due to related parties                                                     962,398                      --
                                                                            ---------------------  ----------------------
      Net cash used by operating activities                                             (135,149)                     --

Cash flows from investing activities:
  Purchase of fixed assets                                                              (154,979)                     --
                                                                            ---------------------  ----------------------
      Net cash used by investing activities                                             (154,979)                     --

Cash flows from financing activities:
  Proceeds from issuance of common stock                                                 599,957                      --
  Proceeds from borrowing on notes payable                                               447,620                      --
  Principal payments on notes payable                                                   (189,424)                     --
  Principal payments on capital lease obligations                                       (313,003)                     --
                                                                            ---------------------  ----------------------
      Net cash provided by financing activities                                          545,150                      --
                                                                            ---------------------  ----------------------

Net increase in cash                                                                     255,022                      --

Cash, beginning of period                                                                     --                      --
                                                                            ---------------------  ----------------------

Cash, end of period                                                         $            255,022   $                  --
                                                                            =====================  ======================

Supplemental disclosure of cash flow information:
  Cash paid for income taxes                                                $                 --   $                  --
                                                                            =====================  ======================
  Cash paid for interest                                                    $            154,862   $                  --
                                                                            =====================  ======================

Schedule of non-cash financing activities:
  Issuance of 600,000 shares of common stock in exchange for
    acquisition of Tallent & Associates, LLC                                $            600,000   $                  --
                                                                            =====================  ======================
  Issuance of 55,000 shares of common stock in satisfaction of
    $55,000 note payable                                                    $             55,000   $                  --
                                                                            =====================  ======================
  Issuance of 775,000 shares of common stock in satisfaction of
    $775,000 note payable                                                   $            775,000   $                  --
                                                                            =====================  ======================
  Issuance of 3,003,737 shares of common stock in exchange for acquisition
    of Netholdings.com, Inc. and satisfaction of accounts payable           $              2,004   $                  --
                                                                            =====================  ======================
  Issuance of 3,725,000 shares of common stock in exchange for
    acquisition of Nationwide Money Services, Inc.                          $          3,725,000   $                  --
                                                                            =====================  ======================
  Issuance of 258,357 shares of common stock in exchange for
    acquisition of ATM International, Inc. merchant servicing
    contracts                                                               $            258,357   $                  --
                                                                            =====================  ======================
  Issuance of 541,633 shares of common stock in exchange for
    acquisition of SmartATM Management, Ltd. merchant servicing
    contracts                                                               $            541,633   $                  --
                                                                            =====================  ======================
  Issuance of 34,445 shares of common stock in exchange for
    acquisition of equipment from RBSI                                      $             34,445   $                  --
                                                                            =====================  ======================
  Issuance of 149,000 shares of common stock related to finder's
    fee for acquisition of Nationwide Money Services, Inc.                  $            149,000   $                  --
                                                                            =====================  ======================
  Issuance of 200,000 shares of common stock for covenant not
    to compete agreement                                                    $            200,000   $                  --
                                                                            =====================  ======================

                          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                                        6
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION  OF  BUSINESS,  HISTORY  AND  SUMMARY OF SIGNIFICANT POLICIES
     -------------------------------------------------------------------------

     Description  of  business  -  Global Axcess Corp., through its wholly owned
     -------------------------
     subsidiaries, is an automated teller machine ("ATM") network and processing
     consolidator  that  plans  to  expand  through the strategic acquisition of
     profitable  ATM  businesses,  internal  growth  and, deployment of enhanced
     non-banking  ATM  consumer  products  worldwide.

     History  -  Global  Axcess  Corp. (formerly known as Netholdings.com, Inc.)
     -------
     (also  referred  to  as the "Company") was incorporated in Nevada on May 2,
     1984  under  the  name  of  Supermarket  Video,  Inc. The Company underwent
     several  name  changes  until  1999,  when  it  changed  its  name  to
     Netholdings.com,  Inc. In June 2001, the Company changed its name to Global
     Axcess  Corp.  Global Axcess is a holding company which conducts all of its
     operations  through  its  wholly  owned  subsidiaries.

     On  May  31,  2001, Global Axcess Corp. consummated an agreement to acquire
     all  of the outstanding capital stock of IFT Financial Group, Inc. ("IFT"),
     a  Nevada Corporation, in exchange for 8,775,000 shares of its common stock
     ("IFT  Transaction"). Prior to the IFT Transaction, Global Axcess Corp. was
     a  non-operating  public  shell  company  with  no  operations  or  assets,
     approximately  $1,000,000  in  liabilities  and  2,003,737 shares of common
     stock  issued  and  outstanding;  and  IFT  Financial  Group,  Inc.  was an
     operational  private  company.  The  IFT  Transaction is considered to be a
     capital  transaction  in  substance,  rather  than  a business combination.
     Inasmuch,  the IFT Transaction is equivalent to the issuance of stock by an
     operational company (IFT Financial Group, Inc.) for the net monetary assets
     of  a  non-operational  public  shell  company  (Global  Axcess  Corp.),
     accompanied  by  a recapitalization. The accounting for the IFT Transaction
     is  identical to that resulting from a reverse acquisition, except goodwill
     or  other  intangible  assets  will  not  be  recorded.  Accordingly, these
     financial  statements  are  the  historical  financial  statements  of  IFT
     Financial  Group,  Inc. Subsequent to the acquisition, the liabilities were
     settled  through  the  issuance of 1,000,000 shares of the Company's common
     stock. IFT was incorporated on December 15, 2000, therefore these financial
     statements reflect activities from December 15, 2000 (Date of inception for
     IFT  Financial Group, Inc.) and forward. IFT is an ATM Network company as a
     result of its acquisition of Tallent & Associates, LLC. Global Axcess Corp.
     together  with  its  subsidiaries  shall be collectively referred to as the
     "Company."

     On  March  26,  2001,  IFT  purchased  all outstanding capital of Tallent &
     Associates,  LLC  ("Tallent"),  a  Texas  limited  liability  company,  in
     consideration  of  $10,000  and 600,000 shares of IFT's common stock, and a
     note  receivable  totaling  $257,909  from  the managing member of Tallent,
     which  is  unsecured, bearing an annual interest rate of 10% and payable in
     one  installment  of  principal and interest on May 14, 2003. Tallent is an
     ATM  network  consisting  of  approximately  160  ATM  terminals  located
     throughout  Florida,  Georgia,  and  Texas.  (See  Note  2)

     On  June  27,  2001, the Company consummated an agreement effective July 1,
     2001  with  ATMI,  Inc.  and  SAMS,  Inc.  to purchase 311 merchant account
     contracts  from  ATMI,  Inc.  and 190 investor contracts from SAMS, Inc. in
     consideration of 258,357 and 541,633 shares, respectively, of the Company's
     common  stock.  (See  Note  2)

     On  June  29,  2001,  the  Company  purchased  all  outstanding  capital of
     Nationwide  Money Services, Inc. ("Nationwide"), including its wholly owned
     subsidiary  EFT  Integration, Inc., from Cardservice International, Inc. In
     consideration,  the  Company issued 3,725,000 shares of its common stock to
     Cardservice International, Inc. and 149,000 shares of its common stock as a
     finders  fee.  Nationwide  is  an  ATM  network  business  consisting  of
     approximately  1,000  ATM  machines.  (See  Note  2)

     Global  Axcess  Corp.  together  with  its  subsidiaries  shall  herein  be
     collectively  referred  to  as  the  "Company".


                                        7
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION  OF  BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
     -------------------------------------------------------------

     Business  combinations  - The business combinations have been accounted for
     ----------------------
     under the purchase method of accounting, therefore the Company includes the
     results  of  operations  of  the  acquired  business  from  the  date  of
     acquisition.  Net assets of the company acquired are recorded at fair value
     as  of  the  date  of  acquisition.  The  excess  of the acquired business'
     purchase  price  over  the  fair  value  of  its  tangible and identifiable
     intangible  assets  is  then  included  in  goodwill  in  the  accompanying
     consolidated  balance  sheet.

     Principles of consolidation - The consolidated financial statements include
     ---------------------------
     the  accounts  of  the  Company  and  its  subsidiaries.  All  significant
     intercompany  balances  and  transactions  have  been  eliminated.

     Merchant  contract  concentration - The Company contracts the locations for
     ---------------------------------
     its  machines  with various merchants. As of December 31, 2001, the Company
     has  approximately  1,320  active  machines,  of  which  approximately  550
     machines  are  contracted  through  a  single  merchant. Revenues from this
     merchant  represent  approximately  50%  of  total  transaction  fees.

     Definition  of  fiscal year - The Company's fiscal year end is December 31.
     ---------------------------

     Use  of estimates - The preparation of consolidated financial statements in
     -----------------
     conformity  with  generally  accepted  accounting  principles  requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date of the consolidated financial statements and the
     reported  amounts  of  revenue  and  expenses  during the reporting period.
     Actual  results  could  differ  from  those  estimates.

     Fixed  assets  -  Fixed  assets  are  stated  at  cost  less  accumulated
     -------------
     depreciation.  Depreciation  is  provided  principally on the straight-line
     method over the estimated useful lives of the assets, which are generally 3
     to  7  years.  The cost of repairs and maintenance is charged to expense as
     incurred.  Expenditures  for  property  betterments  and  renewals  are
     capitalized.  Upon  sale  or other disposition of a depreciable asset, cost
     and  accumulated depreciation are removed from the accounts and any gain or
     loss  is  reflected  in  other  income  (expense).

     The  Company  periodically  evaluates whether events and circumstances have
     occurred  that  may  warrant revision of the estimated useful life of fixed
     assets or whether the remaining balance of fixed assets should be evaluated
     for  possible  impairment.  The  Company  uses  an  estimate of the related
     undiscounted  cash  flows  over  the  remaining life of the fixed assets in
     measuring  their  recoverability.

     Goodwill  and  intangible  assets  -  Goodwill  represents the excess of an
     ---------------------------------
     acquired  business'  purchase  price  over  the  fair  value of its assets,
     resulting  from  business  acquisitions  accounted  for  under the purchase
     method.  Goodwill  is presented net of related accumulated amortization and
     is  being  amortized  over  the  estimated useful life ranging from 3 to 15
     years. The Company will cease amortizing goodwill over the estimated useful
     life  commencing  January  1, 2002 in accordance with the effective date of
     Financial  Accounting  Standard  No.  142  as  further  discussed  below.

     The  Company  periodically  evaluates whether events and circumstances have
     occurred that may warrant revision of the estimated useful life of goodwill
     and  intangible  assets  or  whether  the remaining balance of goodwill and
     intangible  assets should be evaluated for possible impairment. The Company
     uses  an estimate of the related undiscounted cash flows over the remaining
     life  of  the  goodwill  and  intangible  assets  in  measuring  their
     recoverability.


                                        8
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION  OF  BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
     -------------------------------------------------------------

     Fair  value  of  financial  instruments  -  The  carrying  amounts  for the
     ---------------------------------------
     Company's  cash,  accounts  receivable, due to/from related party, accounts
     payable, accrued interest, accrued liabilities, due to consultants, advance
     on  equity funding line and notes payable approximate fair value due to the
     short-term  maturity  of  these  instruments.  The estimated fair values of
     other  financial  instruments subject to fair value disclosures, determined
     based on quoted market prices or rates for the same or similar instruments,
     and  the  related  carrying  amounts  are  as  follows:

                                   December 31, 2001
                                ----------------------
                                 Carrying     Fair
                                  Amount      Value
                                ----------  ----------

     Notes payable              $  258,196  $  252,139
     Capital lease obligations   1,150,209   1,125,192
                                ----------  ----------

                                $1,408,405  $1,377,331
                                ==========  ==========


     Earnings  (loss)  per  share  - Basic earnings (loss) per share exclude any
     ----------------------------
     dilutive  effects  of  options,  warrants and convertible securities. Basic
     earnings  (loss) per share is computed using the weighted-average number of
     outstanding  common  stocks  during the applicable period. Diluted earnings
     per  share  is  computed  using  the  weighted average number of common and
     common  stock equivalent shares outstanding during the period. Common stock
     equivalent  shares  are  excluded  from  the computation if their effect is
     antidilutive.

     Income taxes - The Company accounts for its income taxes in accordance with
     ------------
     Statement  of  Financial  Accounting  Standards  No.  109,  which  requires
     recognition  of  deferred  tax  assets  and  liabilities  for  future  tax
     consequences  attributable  to  differences between the financial statement
     carrying  amounts  of  existing assets and liabilities and their respective
     tax bases and tax credit carryforwards. Deferred tax assets and liabilities
     are measured using enacted tax rates expected to apply to taxable income in
     the years in which those temporary differences are expected to be recovered
     or  settled.  The effect on deferred tax assets and liabilities of a change
     in  tax  rates  is  recognized  in  income  in the period that includes the
     enactment  date.

     As  of  December  31,  2001,  the  Company has available net operating loss
     carryforwards that will expire in various periods through 2021. Such losses
     may  not  be  fully  deductible  due to the significant amounts of non-cash
     service  costs  and  the change in ownership rules under Section 382 of the
     Internal  Revenue  Code.  The Company has established a valuation allowance
     for  the  full  tax  benefit  of  the  operating loss carryovers due to the
     uncertainty  regarding  realization.

     Comprehensive  income  (loss)  -  The  Company  has  no components of other
     -----------------------------
     comprehensive  income.  Accordingly, net loss equals comprehensive loss for
     all  periods.

     Segment  information  -  The  Company  discloses  segment  information  in
     --------------------
     accordance  with  Statements  of  Financial Accounting Standards (SFAS) No.
     131, "Disclosures about Segments of an Enterprise and Related Information,"
     which  uses  the  Management approach to determine reportable segments. The
     Company  operates  under  one  segment.

     Advertising  costs  -  The  Company  recognizes  advertising  expenses  in
     ------------------
     accordance  with  Statement  of  Position  93-7  "Reporting  on Advertising
     Costs."  Accordingly,  the  Company  expenses  the  costs  of  producing
     advertisements  at  the  time  production occurs, and expenses the costs of
     communicating  advertisements  in the period in which the advertising space
     or  airtime  is used. Internet advertising expenses are recognized based on
     the  terms  of the individual agreements, generally over the greater of the
     number  of  impressions  delivered  over  the  total  number  of contracted
     impressions,  or  a  straight-line  basis over the term of the contract. No
     advertising  costs have been incurred for the six months ended December 31,
     2001.


                                        9
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION  OF  BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
     -------------------------------------------------------------

     Research and development costs - Research and development costs are charged
     ------------------------------
     to  expense  when  incurred. Costs incurred to internally develop software,
     including  costs  incurred during all phases of development, are charged to
     expense  as  incurred.

     Expenses  of offering - The Company accounts for specific incremental costs
     ---------------------
     directly  to a proposed or actual offering of securities as a direct charge
     against  the  gross  proceeds  of  the  offering.

     Stock-based  compensation  -  The Company accounts for stock-based employee
     -------------------------
     compensation  arrangements  in  accordance  with  provisions  of Accounting
     Principles  Board  ("APB")  Opinion No. 25, "Accounting for Stock Issued to
     Employees,"  and  complies  with the disclosure provisions of SFAS No. 123,
     "Accounting  for  Stock-Based Compensation." Under APB No. 25, compensation
     expense  is  based  on  the  difference,  if any, on the date of the grant,
     between  the  fair value of the Company's stock and the exercise price. The
     Company  accounts  for stock issued to non-employees in accordance with the
     provisions  of  SFAS  No.  123  and the Emerging Issues Task Force ("EITF")
     Issue  No.  96-18.

     New  accounting  pronouncements  -  In  July 2001, the Financial Accounting
     -------------------------------
     Standards Board issued Statement of Financial Accounting Standards No. 141,
     Business  Combinations  (SFAS  141),  and Statement of Financial Accounting
     Standards  No.  142,  Goodwill and Other Intangible Assets (SFAS 142). They
     also issued Statement of Financial Accounting Standards No. 143, Accounting
     for  Obligations  Associated with the Retirement of Long-Lived Assets (SFAS
     143),  and  Statement of Financial Accounting Standards No. 144, Accounting
     for  the  Impairment or Disposal of Long-Lived Assets (SFAS 144), in August
     and  October  2001,  respectively.

     SFAS  141  requires all business combinations initiated after June 30, 2001
     be accounted for under the purchase method. SFAS 141 supersedes APB Opinion
     No.  16,  Business  Combinations,  and  Statement  of  Financial Accounting
     Standards  No. 38, Accounting for Preacquisition Contingencies of Purchased
     Enterprises, and is effective for all business combinations initiated after
     June  30,  2001.

     SFAS  142  addresses  the  financial  accounting and reporting for acquired
     goodwill  and  other intangible assets. Under the new rules, the Company is
     no  longer  required  to amortize goodwill and other intangible assets with
     indefinite  lives,  but will be subject to periodic testing for impairment.
     SFAS  142  supersedes  APB  Opinion  No.  17,  Intangible Assets. Effective
     January  1,  2002,  the  Company  will adopt SFAS 142 and is evaluating the
     effect  that  such  adoption  may  have  on  its  results of operations and
     financial  position.  The  Company  expects that the provisions of SFAS 142
     will  not have a material impact on its results of operations and financial
     position  upon  adoption.

     SFAS  143  establishes  accounting  standards  for  the  recognition  and
     measurement  of  an  asset  retirement  obligation and its associated asset
     retirement cost. It also provides accounting guidance for legal obligations
     associated  with  the retirement of tangible long-lived assets. SFAS 143 is
     effective  in  fiscal  years  beginning  after  June  15,  2002, with early
     adoption  permitted.  Management  has  yet to determine the impact that the
     adoption  of SFAS No. 143 will have on the Company's consolidated financial
     statements.

     SFAS  144  establishes  a  single  accounting  model  for the impairment or
     disposal  of long-lived assets, including discontinued operations. SFAS 144
     superseded  Statement of Financial Accounting Standards No. 121, Accounting
     for  the  Impairment  of  Long-Lived Assets and for Long-Lived Assets to Be
     Disposed  Of  (SFAS  121), and APB Opinion No. 30, Reporting the Results of
     Operations--  Reporting the Effects of Disposal of a Segment of a Business,
     and  Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and
     Transactions.  The  provisions  of  SFAS  144 are effective in fiscal years
     beginning  after  December  15, 2001, with early adoption permitted, and in
     general  are  to  be applied prospectively. The Company plans to adopt SFAS
     144  effective  January  1, 2002 and does not expect that the adoption will
     have a material impact on its results of operations and financial position.


                                       10
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.   BUSINESS  COMBINATIONS  AND  ACQUISITIONS
     -----------------------------------------

     In  accordance  with  APB  No.  16, all identifiable assets were assigned a
     portion  of  the cost of the acquired company (purchase price) on the basis
     of  their  respective  fair  values.  Intangible assets were identified and
     valued by considering the Company's intended use of the acquired assets and
     analysis  of  data  concerning  products, technologies, markets, historical
     performance, and underlying assumptions of future performance. The economic
     environment in which the Company and the acquired company operate were also
     considered  in  the  valuation  analysis.

     Tallent  &  Associates,  LLC. - In March 2001, the Company acquired 100% of
     --------------------------
     Tallent  &  Associates, LLC (a Texas Limited Liability Company) in exchange
     for  $10,000  in  cash, 600,000 shares of the Company's common stock, and a
     note  receivable  totaling  $257,909  from  the managing member of Tallent,
     which  is  unsecured, bearing an annual interest rate of 10% and payable in
     one installment of principal and interest on May 14, 2003. The Company will
     account  for  its  100%  ownership  interest  in Tallent using the purchase
     method  of  accounting  under APB No. 16. The results of operations for the
     acquired  company  have been included in the consolidated financial results
     of  the  Company  from  the  date  of  such  transaction  forward.

     The  purchase  price  amount  in excess of the fair value of net assets was
     substantially  allocated  to  goodwill,  approximating  $759,000, which was
     being  amortized on a straight-line basis over the estimated useful life of
     three  years.  The  remaining  balance  of the purchase price approximating
     $253,000  was  allocated  to  an employment agreement and a covenant not to
     compete,  which  were  being  amortized  on  a straight-line basis over the
     estimated  useful  lives  ranging  from  2  to  5  years.

     During  September  2001,  the  Company  reviewed the acquired operations of
     Tallent  &  Associates, LLC. The review indicated certain provisions within
     the  acquisition agreements that did not adhere to the representations made
     by  the  former  members  of Tallent and Associates, LLC and the operations
     have  been  unprofitable.  Further,  the  Company believes that Tallent and
     Associates, LLC will continue to be unprofitable for the next few years. As
     a  result,  the  Company  elected to impair the remaining intangible assets
     associated with the acquisition of Tallent & Associates, LLC and recognized
     an  impairment  of acquired intangible assets of $825,524 (See Note 3) with
     the  remaining  balance  of  the  acquired  goodwill  and intangible assets
     totaling  $186,546  recorded  as amortization expense during the year ended
     December  31,  2001.  Additionally,  an  allowance for doubtful account was
     recorded  for  the  full  amount of the note receivable - related party for
     $257,909;  however,  the Company plans to take necessary actions to collect
     these  funds.

     Nationwide  Money  Services, Inc. - In June 2001, the Company acquired 100%
     -------------------------------
     of  the  outstanding  capital  stock of Nationwide Money Services, Inc., as
     previously discussed in Note 1, in consideration of 3,874,000 shares of the
     Company's  common  stock,  including  149,000  shares  for  a finder's fee.
     Additionally,  one  year  following  the  date  of acquisition, Cardservice
     International,  Inc.  (former  parent company of Nationwide Money Services,
     Inc.)  is  entitled  to  receive  additional shares of the Company's common
     stock  such  that  the  total  value  of  the  shares  held  by Cardservice
     International, Inc. does not maintain a total value of $3,725,000 (See Note
     14,  Potential  future  issuance  of  common  shares). This acquisition was
     recorded  using  the  purchase  method  of accounting under APB No. 16. The
     Company  will  account  for its 100% ownership interest in Nationwide using
     the  purchase  method  of  accounting  under  APB  No.  16.  The results of
     operations  for the acquired company have been included in the consolidated
     financial results of the Company from the date of such transaction forward.

     The  purchase  price  amount  in  excess  of  fair  value of net assets was
     allocated  to  merchant account contracts totaling $1,020,000, and goodwill
     totaling  $1,311,195,  which  are  being amortized on a straight-line basis
     over  their  estimated  useful  lives  of  three  years.


                                       11
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.   BUSINESS  COMBINATIONS  AND  ACQUISITIONS  (continued)
     ------------------------------------------------------

     ATMI,  Inc.  and  SAMS,  Inc.  -  In July 2001, the Company entered into an
     --------------------------
     agreement  with  ATMI, Inc. and SAMS, Inc., as previously discussed in Note
     1,  and  issued  258,357 and 541,633 shares, respectively, of the Company's
     common  stock.  Additionally, during July 2002 ATMI, Inc. and SAMS, Inc. is
     entitled  to  receive  additional shares of the Company's common stock such
     that  the  total value of the shares held by ATMI, Inc. and SAMS, Inc. does
     not maintain a total value of $258,357 and $541,633, respectively (See Note
     14,  Potential  future  issuance  of  common shares). The Company issued an
     additional  200,000  common  shares, totaling $200,000, during July 2001 in
     exchange  for  a  covenant  not  to  compete.

     During September 2001, the Company reviewed the performance of the merchant
     account  contracts  acquired  from  ATMI,  Inc.  and  SAMS, Inc. The review
     indicated  the  operations  were unprofitable and were expected to continue
     for  the  next  few  years.  As a result, the Company elected to impair the
     remaining intangible assets associated with the acquisition of the merchant
     accounts  from  ATMI,  Inc.  and SAMS, Inc. and recognized an impairment of
     acquired  intangible  assets  of $933,324 with the remaining balance of the
     acquired  goodwill  and  intangible  assets  totaling  $66,666  recorded as
     amortization  expense  during  the  year  ended  December  31,  2001.

     RBSI  -  In  June  2001, the Company entered into an agreement with RBSI to
     ----
     acquire $34,445 of equipment in exchange for 34,445 shares of the Company's
     common  stock.

     Cashlink  International, Inc. - In October 2001, the Company consummated an
     -----------------------------
     agreement with Cashlink International, Inc. to purchase 31 merchant account
     contracts  in  consideration of 80,000 shares of the Company's common stock
     and  $20,000,  for  a  total value of $58,400. As of December 31, 2001, the
     80,000  shares  were  not  issued  and have been recorded as stock payable.
     Additionally, during February 2003 Cashlink International, Inc. is entitled
     to  receive  additional  shares of the Company's common stock such that the
     total  value  of  the  shares held by Cashlink International, Inc. does not
     maintain  a  total value of $80,000 (See Note 14, Potential future issuance
     of  common  shares).

3.   FIXED  ASSETS
     -------------

     Fixed  assets  consist  of  the  following  as  of  December  31,  2001:

       Automated teller machines          $3,266,544
       Furniture and fixtures                  2,479
       Computers, equipment and software     241,117
       Automobiles                            16,863
       Leasehold equipment                     7,779
                                          ----------
                                           3,534,782
       Less: accumulated depreciation        952,120
                                          ----------

       Fixed assets, net                  $2,582,662
                                          ==========

     During  December  2001,  the  Company  evaluated  whether  events  and
     circumstances  have  occurred  that  may  warrant revision of the estimated
     useful  life  of  fixed  assets  or  whether the remaining balance of fixed
     assets  should  be  evaluated for possible impairment. The review indicated
     that certain ATMs acquired from Tallent & Associates, LLC were impaired. As
     a  result, the Company recognized an impairment of acquired tangible assets
     of  $465,997.


                                       12
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.   INTANGIBLE  ASSETS
     ------------------

     Intangible  assets  consist  of  the  following  as  of  December 31, 2001:

        Goodwill                        $1,311,195
        Merchant contracts               1,120,000
                                        ----------
                                         2,431,195
        Less: accumulated amortization     168,286
                                        ----------

        Intangible assets, net          $2,262,909
                                        ==========

5.   AUTOMATED  TELLER  MACHINE  VAULT  CASH  PAYABLE
     ------------------------------------------------

     Automated  teller  machine vault cash payable consists of funds borrowed to
     replenish  ATMs  and  collected  through  providing  network  and switching
     services  for  ATMs.  Additionally,  these  funds  have  been  reported  as
     automated  teller  machine  vault  cash  payable  on the balance sheet with
     offsetting  automated teller machine vault cash at December 31, 2001. As of
     December  31, 2001, automated teller machine vault cash payable consists of
     the  following:

         Promissory  loan provided by Cardservice International,
         Inc.  (former  parent  company  of  Nationwide  Money
         Services, Inc. now stockholder of Global Axcess Corp.),
         secured  with  a  proportionate  share of the automated
         teller  machine  vault  cash,  interest  only  payments
         commencing on August 1, 2001, principal due on June 26,
         2002,  and  interest  rate  at  7%                         $ 2,000,000

         Cash  collected through network and switching services,
         payable  to  various  third-parties,  secured  with  a
         proportionate  share  of  the  automated teller machine
         vault  cash,  bearing  no  interest  and  due on demand        625,133
                                                                    -----------

                                                                    $ 2,625,133
                                                                    ===========

6.   NOTES  PAYABLE  -  RELATED  PARTIES
     -----------------------------------

     As  of  December  31,  2001, notes payable - related parties consist of the
     following:

         Promissory  note from a stockholder, unsecured, payable
         in  monthly  principal  and  interest  installments  of
         $11,073, bearing an annual interest rate of 9%, and due
         May  2007                                                  $   531,000

         Promissory  loan provided by Cardservice International,
         Inc.  (former  parent  company  of  Nationwide  Money
         Services, Inc. now shareholder of Global Axcess Corp.),
         secured  with  the  Company's  assets,  interest  only
         payments  with  interest  at  8%, principal due October
         2002                                                           129,675
                                                                    -----------

                                                                        660,675
         Less:  amounts  due  within  one  year                         213,228
                                                                    -----------

         Long-term  portion  of  note  payable                      $   447,447
                                                                    ===========


                                       13
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.   NOTES  PAYABLE  -  RELATED  PARTIES  (continued)
     -----------------------------------

     As  of  December  31,  2001,  principal payments on the note payable are as
     follows:

            2002                                                       $213,228
            2003                                                         93,910
            2004                                                        102,720
            2005                                                        112,356
            Thereafter                                                  138,461
                                                                       --------

                                                                        660,675
                                                                       ========


7.   NOTES  PAYABLE
     --------------

     As  of  December  31,  2001,  notes  payable  consist  of  the  following:

         Promissory  notes  from various individuals, unsecured,
         payable  in  monthly  installments  of  interest  only,
         bearing  an  annual  interest  rate  of 15%, and due on
         demand                                                     $   189,500

         Promissory notes from an individual, unsecured, payable
         in  monthly  installments  of  principal  and  interest
         installments,  of  $958  commencing  April 2002 with an
         initial  balloon  payment of $10,958, bearing an annual
         interest  rate  of  7%,  and  due  April  2006                  50,000

         Promissory  note  from  an  institution,  secured  by a
         vehicle  of  the  Company, payable in monthly principal
         and  interest  installments of 331, bearing an interest
         rate  of  4.85%,  and  maturing  September  2003                15,860

         Promissory  note  from  an  institution,  secured by an
         automobile of the Company, payable in monthly principal
         and  interest  installments  of  $1,008,  bearing  an
         interest  rate  of 11.0%, and maturing March 2002                2,836
                                                                    -----------

                                                                        258,196
         Less: amounts due within one year                              212,454
                                                                    -----------

         Long-term portion of note payable                          $    45,742
                                                                    ===========


     As  of  December  31,  2001,  principal payments on the note payable are as
     follows:
--------------------------------------------------------------------------------

            2002                                                       $212,454
            2003                                                         22,058
            2004                                                         10,160
            2005                                                         10,894
            Thereafter                                                    2,630

                                                                       --------
                                                                        258,196
                                                                       ========


                                       14
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.   CAPITAL  LEASE  OBLIGATIONS
     ---------------------------

     The  Company is obligated under various capital leases for automated teller
     machines. For financial reporting purposes, minimum lease payments relating
     to  the equipment have been capitalized. Capital lease obligations totaling
     $1,258,378  require  minimum  monthly  lease  payments ranging from $198 to
     $75,950  with  interest  rates  ranging  between 8.5% and 16.8%. The future
     minimum  lease  payments  required  under  capital  lease obligations as of
     December  31,  2001,  are  as  follows:

            2002                                                   $  943,573
            2003                                                      280,154
            2004                                                       34,651
                                                                   ----------
                                                                    1,258,378
            Less: amount representing interest                        108,169
                                                                   ----------
            Present value of minimum lease payments                 1,150,209
            Less: current portion of capital lease obligations        852,851
                                                                   ----------
                                                                      297,358
                                                                   ==========

     Equipment  leased  under  capital  leases  as  of December 31, 2001, totals
     $1,541,382,  which  is  net  of  accumulated  depreciation  of  $500,459.

     As  of  December  31,  2001, the Company is in arrears on the minimum lease
     payments  for  capital  lease  obligations  of  approximately  $458,000.
     Subsequently, the Company negotiated a loan with Cardservice International,
     Inc.  (former  parent  company of Nationwide Money Services, Inc.) to bring
     the  obligation  current,  as  further  discussed  in  Note  15.

9.   COMMON  STOCK  ISSUED  FOR  PREPAID  CONSULTING  SERVICES
     ---------------------------------------------------------

     As  of  December  31, 2001, the Company issued 500,000 shares of its common
     stock  to  an  individual  for  consulting  services  to be rendered in the
     future.  Accordingly,  the  Company recorded a value of $500,000 as prepaid
     consulting  services  at June 30, 2001. The Company initially believed that
     such services would be rendered over a twenty-four month period pursuant to
     the  consulting  services  agreement.  During  September  2001, the Company
     determined  that no additional consulting services would be forthcoming and
     accordingly  charged  the  full  value  to  operations.

10.  EMPLOYMENT  AGREEMENT
     ---------------------

     In  March  2001,  the  Company entered into a two-year employment agreement
     (the  "Agreement")  with  the  managing member of Tallent, Tim Tallent (the
     "Employee").  The  Agreement includes an option of four extensions each for
     an additional two years under the same terms and conditions upon the mutual
     agreement  of  the  Company  and  the  Employee. The Agreement provides the
     Employee  with  a  base salary of $100,000, signing bonus of $1,000, and an
     automobile  allowance  of  $1,000 per month. In addition, the Employee will
     not  compete  with  the  operations  of  the  Company  for  the term of the
     Agreement  and  three  years  from  the  termination  of the Agreement. The
     Company  has  filed  a  lawsuit  against the Employee, in addition to other
     parties,  as  discussed  further  in  footnote  15.


                                       15
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.  STOCK  OPTIONS  AND  WARRANTS
     -----------------------------

     Stock  options  -  During  the  year  ended  December 31, 2001, the Company
     --------------
     granted  stock options to employees totaling 7,677,566 shares of its common
     stock  with  a  weighted  average  strike price of $2.05 per share. Certain
     stock  options  were  exercisable upon grant and have a life ranging from 4
     months  to  2  years.  The  following  table summarizes the Company's stock
     options  activity:

                                            Number       Weighted
                                              Of          Average
                                            Options   Exercise Price
                                           ---------  ---------------

           Balance, January 1, 2001               --  $            --
              Options granted and assumed  7,677,566             2.05
              Options canceled             3,823,250             0.45
              Options expired                     --               --
              Options exercised              500,000             0.30
                                           ---------  ---------------

           Balance, December 31, 2001      3,354,316  $          4.13
                                           =========  ===============

     Pro  forma disclosure - SFAS No. 123 requires companies that follow APB No.
     --------------------
     25  to  provide  a  pro forma disclosure of the impact of applying the fair
     value  method  of  SFAS  No.  123.  Accordingly,  had  compensation cost of
     $363,615  been  recognized based on the fair value at the date of grant for
     employee  options granted in fiscal year 2001, the pro forma amounts of the
     Company's  net  loss and net loss per share for the year ended December 31,
     2001  would  have  been  as  follows:

                                                            December 31,
                                                                2001
                                                           --------------

           Net loss - as reported                          $  (6,623,640)
           Net loss - pro forma                            $  (6,986,955)
           Basic and diluted loss per share - as reported  $       (0.50)
           Basic and diluted loss per share - pro forma    $       (0.53)



     The  Company  estimates the fair value of stock option granted to employees
     using the Black-Scholes option pricing-model with the following assumptions
     used  for  grants  in  2001  using specific grant dates; no dividend yield;
     expected volatility of 11%; risk free interest rates of 2.54%; and expected
     lives  of  1.5  years  for  all  employee  stock  options.

     The  following  table  summarizes information about options outstanding and
     exercisable  at  December  31,  2001:

<TABLE>
<CAPTION>
                                                                 Shares Underlying
            Shares  Underlying  Options  Outstanding            Options  Exercisable
       ---------------------------------------------------  ----------------------------
                                Weighted
                    Shares       Average                      Shares
                   Underlying   Remaining      Weighted     Underlying       Weighted
        Exercise    Options    Contractual     Average       Options         Average
         Price    Outstanding      Life     Exercise Price  Exercisable   Exercise Price
       ---------  -----------  -----------  --------------  ------------  --------------
<S>    <C>        <C>          <C>          <C>             <C>           <C>
            4.13    3,354,316   1.3 years   $         4.13     2,604,316  $         5.27
       =========  ===========  ===========  ==============  ============  ==============
</TABLE>


                                       16
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.  STOCK  OPTIONS  AND  WARRANTS  (continued)
     -----------------------------

<TABLE>
<CAPTION>
                        Exercise Price
        Number of     Equals, Exceeds or
         Options       is Less Than Mkt.     Weighted                        Weighted
         Granted        Price of Stock        Average         Range of        Average
       During 2001      on Grant Date      Exercise Price   Exercise Price   Fair Value
      --------------  ------------------  ---------------  ---------------  -----------
<S>                   <C>                  <C>              <C>              <C>
                 --         Equals        $            --  $            --  $        --
          7,677,566        Exceeds                   4.13    0.13 to 15.00         0.05
                 --       Less  Than                   --               --           --
      --------------                      ---------------  ---------------  -----------
           7,677,566                                 4.13  $ 0.13 to 15.00  $      0.05
      ==============                      ===============  ===============  ===========
</TABLE>

     Stock  warrants  -  During  the  year  ended December 31, 2001, the Company
     ---------------
     granted  warrants  for  450,000  shares of its common stock with a weighted
     average  strike  price  of  $2.50  per  share.  The  stock  warrants  were
     exercisable  upon  grant  and  have  a life ranging from 5 to 6 months. The
     following  table  summarizes  the  Company's  stock  warrants  activity:

                                       Number      Weighted
                                         Of         Average
                                      Warrants  Exercise Price
                                      --------  ---------------

     Balance, January 1, 2001               --  $            --
        Warrants granted and assumed   450,000             2.50
        Warrants canceled                   --               --
        Warrants expired                    --               --
        Warrants exercised                  --               --
                                      --------  ---------------

     Balance, December 31, 2001        450,000  $          2.50
                                      ========  ===============

     Pro  forma disclosure - SFAS No. 123 requires companies that follow APB No.
     --------------------
     25  to  provide  a  pro forma disclosure of the impact of applying the fair
     value  method  of  SFAS  No.  123.  Accordingly, no pro forma disclosure is
     required  as stock warrants were issued for cash not as part of stock based
     consideration.

     The  following  table summarizes information about warrants outstanding and
     exercisable  at  December  31,  2001:

<TABLE>
<CAPTION>
                                                                      Shares Underlying
                      Shares  Underlying  Warrants  Outstanding     Warrants  Exercisable
                      -----------------------------------------  ----------------------------
                                     Weighted
                         Shares      Average                      Shares
                       Underlying   Remaining      Weighted      Underlying     Weighted
                        Warrants   Contractual     Average        Warrants       Average
     Exercise Price   Outstanding      Life     Exercise Price   Exercisable  Exercise Price
     ---------------  -----------  -----------  ---------------  -----------  ---------------
<S>                   <C>          <C>          <C>              <C>          <C>

     $          2.50     450,000   4.2 months   $          2.50      450,000  $          2.50
     ===============  ===========  ===========  ===============  ===========  ===============
</TABLE>


                                       17
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


12.  RELATED  PARTY  TRANSACTIONS
     ----------------------------

     In  December  2000, the Company issued 4,000,000 shares of its common stock
     to  founders  of  the  Company  for  consulting  services valued at $4,000.

     In  January  2001, the Company issued 873,750 shares of its common stock to
     an  officer  and  director  for consulting services rendered to the Company
     valued  at  $874.

     In January 2001, the Company issued 873,750 shares of its common stock to a
     director  for  consulting  services rendered to the Company valued at $874.

     In  January  2001, the Company issued 873,750 shares of its common stock to
     an  officer for consulting services rendered to the Company valued at $874.

     In  January  2001, the Company issued 623,750 shares of its common stock to
     an  entity controlled by an officer for consulting services rendered to the
     Company  valued  at  $623.

     In  June  2001,  the Company issued 100,000 shares of its common stock to a
     stockholder  for  consulting  services  rendered  to  the Company valued at
     $100,000.

     As  of  December 31, 2001, due to related parties consist of the following:

           Loan  provided by an officer and stockholder of the Company,
           unsecured,  non-interest  bearing and due on demand          $307,447

           Loan  provided  by  stockholder  of  the Company, unsecured,
           non-interest  bearing  and  due  on  demand                   130,500

           Loan  provided  by  a stockholder of the Company, unsecured,
           non-interest  bearing  and  due  on  demand                     2,500

           Loan  provided by a director and stockholder of the Company,
           unsecured,  non-interest  bearing  and  due  on demand          5,000

           Loan  provided by a director and stockholder of the Company,
           unsecured,  non-interest  bearing  and  due  on demand          2,000

           Signing  bonus  payable to a stockholder and director of the
           Company, based upon 1,076,250 shares of the Company's common
           stock,  unsecured,  on-interest  bearing  and  due on demand  139,912

           Signing  bonus  payable to a stockholder and director of the
           Company, based upon 1,562,666 shares of the Company's common
           stock,  unsecured,  on-interest  bearing  and  due on demand  203,147

           Signing  bonus  payable  to  a  stockholder,  officer,  and
           director  of the Company, based upon 1,322,250 shares of the
           Company's  common  stock, unsecured, on-interest bearing and
           due  on  demand                                               171,892
                                                                        --------

                                                                        $962,398
                                                                        ========


                                       18
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


13.  STOCK  BASED  COMPENSATION
     --------------------------

     As  of  December 31, 2001 and 2000, the Company incurred expenses resulting
     from  common  stock  issued totaling $666,565 and $4,000, respectively. The
     following  table  summarizes  the  Company's  stock  based  compensation
     activities  based  on  the accounts shown on the consolidated statements of
     operations:

                                           December 31,   December 31,
                                               2001           2000
                                           -------------  -------------

           Consulting                      $     646,245  $       4,000
           Wages                                   5,320             --
           Interest expense                       15,000             --
                                           -------------  -------------

           Total stock based compensation  $     666,565  $       4,000
                                           =============  =============


14.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     Leased  facilities  -  The  Company  operates  from leased facilities under
     ------------------
     non-cancelable  operating  leases.  The  Agreements call for an annual base
     rent  of  approximately  $182,641  with  a  variable  escalation  rate.

          Future minimum rental payments required under the operating leases for
          the  office  facilities  as  of  December  31,  2001,  are as follows:

          2002                           $186,778
          2003                             71,891
                                         --------

                                          258,669
                                         ========

     Potential  future  issuance  of  common  shares  -  Pursuant  to  various
     -----------------------------------------------
     agreements,  if shares issued by the Company to these respective parties do
     not  maintain  its value equal to or greater than $1.00 per share on future
     dates  ranging  from  June  2002  through  July  2003, the Company would be
     required to issue additional shares to offset the decline on such shares in
     order maintain the overall value of the total shares issued related to such
     agreements. As of December 31, 2001, approximately 5,055,000 shares held by
     these  parties  were  valued at approximately $202,200, or $0.04 per share,
     and  may require additional issuance of shares of approximately 121,319,800
     in  order  to  maintain  the $1.00 per share value approximating a total of
     $5,055,000.

     Securities  laws - The Company previously filed Forms S-8 on March 29, 2000
     ----------------
     registering  2.5  million  shares of the Company's common stock pursuant to
     the  Company's  2000  Stock  Plan;  on May 31, 2001 registering 2.5 million
     shares  of  the Company's common stock pursuant to the Company's 2001 Stock
     Plan;  and on October 11, 2001 registering an additional 2.5 million shares
     of  the Company's common stock pursuant to the Company's Amended 2001 Stock
     Plan.  Management  is currently investigating the circumstances surrounding
     the  registration  of the stock under these registration statements. In the
     event  that  management  determines  the  registrations violated securities
     laws,  the stock issued under the registration statements may be subject to
     rescission  by  the  Company or may be restricted stock subject to Rule 144
     limitations.  A  rescission  offering  may  deplete the Company of cash and
     assets necessary in operations and for expansion. Furthermore, in the event
     that  management  determines  the  registrations  violated Section 5 of the
     Securities  Act  of  1933,  the  Company  will seek redress against certain
     advisors  and  professionals  (including  former counsel) who advocated and
     benefited  from  the  registration  of such S-8 stock. The investigation by
     management  is  ongoing.



                                       19
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


15.  SUBSEQUENT  EVENTS
     ------------------

     Tallent & Associates - The Company filed a lawsuit in the Superior Court of
     ---------------------
     the  State of California against various parties related to the acquisition
     of  Tallent and Associates, LLC. The complaint is for fraudulent inducement
     to  purchase Tallent and Associates, LLC, breach of contract, rescission of
     the  purchase  agreement,  rescission  of  employment  agreement  with  Tim
     Tallent,  breach  of  fiduciary  duties  and  conversion.

     Issuance  of  common  stock  -Pursuant toan employment agreement with Daryl
     --------------------------
     Idler,  formerly  the  Company's  general  counsel, 1,076,250 shares of the
     Company's  common  stock  were  issued  during January 2002 in exchange for
     reducing  his  unpaid past compensation from $220,000 per annum to $102,000
     per  annum.  Steve  Mortensen,  a  manager  with  the  Company,  was issued
     1,562,666 shares of the Company's common stock during January 2002 pursuant
     to  an  employment  agreement,for  unpaid  compensation  totaling $203,147.
     Michael  Dodak  was  issued  1,322,250 shares of the Company's common stock
     during  January  2002,  pursuant  to  an  employment  agreement, for unpaid
     compensation  totaling  $171,892.

     Consulting  agreements  -  During 2002, The Company entered into consulting
     ----------------------
     agreements  with  several  board members, to include an agreement with Dick
     Wray,  Chairman  and  David  Fann,  President,  which  provide  each person
     compensation  of  $7,500  a month. The agreement with Mr. Wray and Mr. Fann
     requires  them  to  raise  $1,000,000  of capital for the Company by May 1,
     2002.  If  Mr. Wray and Mr. Fann are unable to raise such amounts, one half
     of their monthly compensation of $7,500 will be deferred until such capital
     is  raised.  In the event that such capital is not raised by August 1, 2002
     the  contract  terminates.

     In  January  2002,  the  Company entered into a consulting agreement with a
     stocklholder  and  former  general  counsel  for  the  Company, whereby the
     consultant  shall  receive  $7,500  per  month  through  July  2002.

     Note payable with Cardservice International - During April 2002 the Company
     -----------------------------------------------
     received  written  commitment from Cardservice International, former parent
     company  of  Nationwide Money Services and current guarantor on the largest
     ATM  lease,  for  a $275,000 loan for the purpose of bring current the past
     due  lease  payments.  The  terms  which  are pending will be over a period
     greater  than twelve months and a significant portion will be classified as
     a  long  term  liability.

     Promissory  note  from  a  stockholders-  During  April  2002,  the Company
     -----------------------------------
     renegotiated  the  terms of a promissory note payable totaling $531,000, as
     previously  discussed  in Note 6, whereby the interest rate is 9% annually,
     and  principal  and  interest are paid in monthly payments totaling $11,023
     over  a  period  of  sixty  months.


                                       20
<PAGE>