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

                                   FORM 10-QSB

(MARK ONE)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________.TO.__________

                         COMMISSION FILE NUMBER 0-17874

                               GLOBAL AXCESS CORP.

                        (FORMERLY NETHOLDINGS.COM, INC.)
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                NEVADA                                88-0199674
    (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

4695 MACARTHUR COURT, SUITE 1450, NEWPORT BEACH, CA             92660
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                                 (949) 475-7730
                           (ISSUER'S TELEPHONE NUMBER)

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

Number of shares outstanding of each of the issuer's classes of common equity,
as of November 1, 2001:   18,490,172 Shares of Common Stock.

Transitional Small Business Disclosure Format (Check One): Yes    No  X

<PAGE>

                               GLOBAL AXCESS CORP.

                                      INDEX

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                           Page No.

Consolidated Balance Sheet (Unaudited)                                    3
Consolidated Statements of Operations (Unaudited)                         4
Consolidated Statement of Stockholder's Equity                            5
Consolidated Statements of Cash Flows (Unaudited)                         7
Notes to Consolidated Financial Statements (Unaudited)                    9

Item 2.Management's Discussion and Analysis                              18

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                               25
Item 2.  Changes in Securities and Use of Proceeds                       25
Item 3.  Defaults Upon Senior Securities                                 25
Item 4.  Submission of Matters to a Vote of Security Holders             25
Item 5.  Other Information                                               25
Item 6.  Exhibits and Reports on Form 8-K                                25

SIGNATURES                                                               26




                                      -2-

<PAGE>
PART I                  CONSOLIDATED FINANCIAL STATEMENTS

                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<S>                                                            <C>
Current assets
Cash                                                           $ 2,286,545
Accounts receivable, net                                           364,203
Note receivable - related party                                    257,909
Other current assets                                                31,307
Total current assets                                             2,939,964

Fixed assets, net                                                3,384,299

Other assets
Intangible assets, net                                           2,045,780
Other assets                                                         9,424

Total assets                                                   $ 8,379,467

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                       $   940,283
Notes payable-related parties                                    2,296,764
Notes payable - current portion                                    956,593
Capital lease obligations - current portion                        841,114
Total current liabilities                                        5,034,754

Long-term liabilities
Notes payable - long-term portion                                   71,760
Capital lease obligations - long-term portion                      352,427

Total liabilities                                                5,458,941

Commitments and contingencies                                            -

Stockholders' deficit
Common stock; $0.001 par value; 50,000,000 shares
authorized, 18,452,172 shares issued and outstanding                18,452
Additional paid-in capital                                       7,544,389
Accumulated deficit                                             (4,642,315)
Total stockholders' equity                                       2,920,526

Total liabilities and stockholders' deficit                    $ 8,379,467
</TABLE>




           See Accompanying Notes to Consolidated Financial Statements
                                      -3-

<PAGE>

                            GLOBAL AXCESS CORP.
                (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)
<TABLE>
<CAPTION>
                                      Three months ended     Nine months ended
                                      September 30, 2001     September 30, 2001
<S>                                       <C>                   <C>
Revenues
Installation and sale of automated
 teller machines                          $     8,135           $    14,867
Transaction fees                            2,813,049             3,331,916
Other income                                  207,162               207,833

Total revenues                              3,028,346             3,554,616

Operating expenses
Installation and sale of automated
teller machines                                11,402                11,402
Transaction fees                              761,202             1,168,295
Impairment of intangible assets related
 To acquired operations                     1,742,181             1,742,181
General and administrative                  4,065,621             5,172,022

Total operating expenses                    6,580,406             8,093,900

Loss from operations                       (3,552,060)           (4,539,284)

Other income (expense)
Interest income                                     -                     -
Interest expense                              (66,750)              (98,500)

Loss before provision for income
taxes                                      (3,618,810)           (4,637,784)

Provision for income taxes                          -                     -

Net loss                                  $(3,610,810)          $(4,637,784)

Basic and diluted loss per common
Share                                      $   (0.21)            $   (0.41)

Basic and diluted weighted average
common shares outstanding                  17,446,172            11,370,024
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                      -4-
<PAGE>

                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                     CONSOLIDATED STATEMENT OF STOCKHOLDES'
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  Prepaid
                                                                                 Consulting
                                               Common Stock       Additional      Services                     Total
                                           ---------------------    Paid-in       Paid-in     Accumulated  Stockholders'
                                             Shares      Amount     Capital     Common Stock    Deficit       Equity
                                           -----------  --------  ------------  ------------  -----------  -------------
<S>                                         <C>         <C>       <C>            <C>          <C>          <C>
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                           2,371,250     2,371             -            -             -         2,371

Issuance of common stock to founders in
  January 2001 for consulting services,
  $0.01 per share                             873,750       874             -            -             -           874

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 in May 2001 for
  cash (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                          2,203,737     2,204    (1,100,000)           -             -    (1,097,796)

Issuance of common stock in June 2001 in
  satisfaction of Netholdings.com, Inc.
  accounts payable, $1.00 per share         1,100,000     1,100     1,098,900            -             -     1,100,000

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)            -             -

Continued...
</TABLE>
                                      -5-
<PAGE>


                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                     CONSOLIDATED STATEMENT OF STOCKHOLDES'(Continued)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  Prepaid
                                                                                 Consulting
                                               Common Stock       Additional      Services                     Total
                                           ---------------------    Paid-in       Paid-in     Accumulated  Stockholders'
                                             Shares      Amount     Capital     Common Stock    Deficit       Equity
                                           -----------  --------  ------------  ------------  -----------  -------------
<S>                                         <C>         <C>       <C>            <C>          <C>          <C>
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

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

Net loss                                            -         -             -            -    (4,637,784)   (4,637,784)
                                           -----------  --------  ------------   ----------  ------------  ------------
Balance, September 30, 2001                18,452,172   $18,452   $ 7,544,389    $       -   $(4,642,315)  $ 2,920,526
                                           ===========  ========  ============   ==========  ============  ============
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements
                                      -6-
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASHFLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                              Nine months
                                                                ended
                                                             September 30,
                                                                 2001
                                                             -------------
<S>                                                          <C>
Cash flows from operating activities:
  Net loss                                                   $ (4,637,784)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Stock based compensation                                     620,449
     Impairment of intangible assets related to
      acquired operations                                       1,742,181
     Depreciation and amortization                                898,949
  Changes in operating assets and liabilities:
     Change on accounts receivable                                 11,738
     Change in prepaid expenses                                    62,204
     Change in other assets                                       (36,372)
     Change in accounts payable and accrued liabilities           939,752
                                                             -------------
       Net cash used by operating activities                     (398,883)

Cash flows from investing activities:
    Purchase of fixed assets                                      (97,371)
                                                             -------------
       Net cash provided by investing activities                  (97,371)

Cash flows from financing activities:
    Proceeds from issuance of common stock                        599,957
    Proceeds from borrowing on notes payable
     - related parties                                          2,296,764
    Proceeds from borrowing on notes payable                      163,593
    Principal payments on notes payable                            (7,844)
    Principal payments on capital lease obligations              (269,671)
                                                             -------------
       Net cash provided by financing activities                2,782,799
                                                             -------------

Net increase (decrease) in cash and cash equivalents            2,286,545

Cash and cash equivalents, beginning of period                          -
                                                             -------------

Cash and cash equivalents, end of period                     $  2,286,545
                                                             =============
Continued ...
</TABLE>

                                      -7-
<PAGE>

                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                CONSOLIDATED STATEMENTS OF CASHFLOWS (Continued)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                              Nine months
                                                                ended
                                                             September 30,
                                                                 2001
                                                             -------------
<S>                                                          <C>
Supplemental disclosure of cash flow information:
       Cash paid for income taxes
                                                             $          -
                                                             =============
       Cash paid for interest                                $          -
                                                             =============

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 2,203,737 shares of common stock in
        exchange for acquisition of Netholdings.com, Inc.    $ (1,097,796)
                                                             =============
      Issuance of 1,100,000 shares of common stock in
      satisfaction of Netholdings.com, Inc. accounts payable $  1,100,000
                                                             =============
      Issuance of 500,000 shares of common stock in exchange
        for prepaid consulting services                      $     500,000
                                                             ==============
      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 related to
      covenant not to compete agreement                      $     200,000
                                                             ==============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                      -8-
<PAGE>
                               GLOBAL AXCESS CORP.
                    (FORMERLY KNOWN AS NETHOLDINGS.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Description of business - Global Axcess Corp., through its wholly owned
subsidiaries, is an ATM network and processing consolidator that plans to expand
operations 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 July 5, 1996 under
the name of Gerant Industries, 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, 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 tangible assets,
approximately $1 million in liabilities and 2,203,737 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 accounts payable
was settled through the issuance of 1,100,000 shares of the Company's common
stock. IFT is an ATM Network company as a result of it recent acquisition of
Tallent & Associates, LLC. (See Note 9)

On April 1, 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. Tallent is an ATM network consisting
of approximately 160 ATM terminals located throughout Florida, Georgia, and
Texas.

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. Another
200,000 shares of common stock was issued for a covenant not to compete.

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

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. Nationwide is an ATM network business consisting of
approximately 1,000 ATM machines.

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

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.

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.
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.

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

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. However, the Company will
cease amortizing goodwill over the estimated useful life commencing December 31,
2001 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.

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.

Earnings (loss) per share - Basic earnings (loss) per share excludes 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 September 30, 2001, the Company had available net operating loss
carryovers that will expire in various periods through 2020. 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.

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

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 nine months ended
September 30, 2001.

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 - On July 20, 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS
141 is effective for all business combinations completed after June 30, 2001.
SFAS 142 is effective for fiscal years beginning after December 15, 2001;
however, certain provisions of this Statement apply to goodwill and other
intangible assets acquired between July 1, 2001 and the effective date of SFAS
142. Major provisions of these Statements and their effective dates for the
Company are as follows:

    - all business combinations initiated after June 30, 2001 must us the
      purchase method of accounting.  The pooling of interest method of
      accounting is prohibited except for transactions initiated before July
      1, 2001.

    - intangible assets acquired in a business combination must be recorded
      separately from goodwill if they arise from contractual or other legal
      rights or are separable from the acquired entity and can be sold,
      transferred, licensed, rented or exchanged, either individually or as
      part of a related contract, asset or liability.

    - goodwill, as well as intangible assets with indefinite lives, acquired
      after June 30, 2001, will not be amortized.  Effective January 1, 2002,
      all previously recognized goodwill and intangible assets with indefinite
      lives will no longer be subject to amortization.

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


    - effective January 1, 2002, goodwill and intangible assets with indefinite
      lives will be tested for impairment annually and whenever there is an
      impairment indicator.

    - all acquired goodwill must be assigned to reporting units for purposes of
      impairment testing and segment reporting.

Although it is still reviewing the provisions of these Statements, management's
preliminary assessment is that these Statements will not have a material impact
on the Company' financial position or results of operations.

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 are
being amortized on a straight-line basis over the estimated useful lives ranging
from 2 to 5 years. See Note 9.

At September 30, 2001, the Company reviewed the acquired operations of Tallent &
Associates, LLC. The review indicated certain potential irregularities arising
from the acquisition and that the operations have been unprofitable to date (See
Note 9 for further discussion).  Further, the Company believes that Tallent and
Associates will continue to be unprofitable.  As a result, the Company elected
to impair the remaining intangible assets associated with the acquisition of
Tallent & Associates, LLC and recognized a charge to income in the amount of
$825,524.

Nationwide Money Services, Inc. - In June 2001, the Company acquired 100% of the
outstanding capital stock of Nationwide Money Services, Inc. in consideration of
3,725,000 shares of the Company's common stock. This acquisition was recorded
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.
Additionally, the Company issued 149,000 shares of common stock valued at
$149,000, as a fee for the acquisition.

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

The purchase price amount in excess of fair value of net assets was allocated to
merchant account contracts approximating $1,020,000, and goodwill approximating
$1,657,769, which are being amortized on a straight-line basis over their
estimated useful lives of five and fifteen years, respectively. As the Company
fully expects Nationwide to be profitable either after a restructuring of its
ATM leases or the leases expire, no impairment of the intangible assets
associated with the Nationwide acquisition were deemed necessary.

In July 2001, the Company effectuated its agreement with ATMI, Inc., and SAMS,
Inc. as previously discussed in Note 1, and issued 258,357 shares and 541,633
shares, respectively of its common stock. Another 200,000 shares of common stock
valued at $200,000 were issued in exchabge for a covenent bot to compete. The
shares issued were valued at $999,990.

At September 30, 2001, the Company reviewed the acquired operations of ATMI,
Inc. and SAMS, Inc. The review indicated that the operations have been
unprofitable to date and were losses were expected to continue. The Company now
believes the future operations of ATMI, Inc. and SAMS, Inc. will be breakeven in
the future at best. As a result, the Company elected to impair the remaining
intangible assets associated with the acquisition of ATMI, Inc. and SAMS, Inc.
and recognized a charge to income in the amount of $733,324.

3.  INTANGIBLE ASSETS

Intangible assets consist of the following as of September 30, 2001:

Goodwill                                        $1,308,769
Merchant contracts                               1,020,000
                                                 2,328,769
Less: accumulated amortization                     194,064

Intangible assets, net                          $2,134,705

4.  NOTES PAYABLE

As of September 30, 2001, the Company had notes payable in the amount of
$1,028,353 of which $956,593 was due on demand or within one year with interest
rates ranging from 4.85% to 18% with an average rate of 12.7%. Of the amounts
due, $976,000 was unsecured and $52,000 was secured by specific assets of the
Company. Substantially all of the notes payable were to individuals and were
assumed by the Company in its acquisition of Tallent & Associates, LLC as
discussed in Note 2. No payments on principal have been made since the Tallent
acquisition.

5.  NOTES PAYABLE - RELATED PARTIES

As of September 30, 2001, notes payable - related parties consisted of a
$2,000,000 secured promissory loan at 7% interest due June 26, 2002, provided by
Card Service International, Inc. (former parent company of Nationwide Money
Services, Inc. now shareholder of Global Axcess Corp.), and loans due on demand,
unsecured, non-interest bearing provided by former officers of the Company in
the amount of $296,764.

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

6.  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
$1,193,541 require minimum monthly lease payments ranging from $198 to $75,950
with interest rates ranging between 8.5% and 16.8%.

The Company is currently in the process of renegotiating its capitalized leases
and has secured a commitment of up to $1,500,000 for such purpose. The proposal
will purchase all the existing leases of the Company and then enter into new
leases for 48 months and require a monthly lease payment of approximately
$40,000 compared to its current monthly obligations of approximately $230,000.

The future minimum lease payments required required under capital lease
obligations as of September 30, 2001, are as follows:

      October 1 to December 31, 2001                      $  395,585
      2002                                                   404,590
      2003                                                   270,219
      2004                                                    36,651
                                                          ----------
                                                           1,105,045
      Less: amount representing interest                      88,496
      Present value of minimum lease payments              1,193,541
      Less: current portion of capital lease obligations     841,114
                                                             352,427
                                                          ==========

Equipment leased under capital leases as of September 30, 2001, totals
$1,807,217, which is net of accumulated depreciation of $275,140.

7.  COMMON STOCK ISSUED FOR PREPAID CONSULTING SERVICES

As of September 30, 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. At September 30, 2001, the Company determined that no
additional consulting services would be forthcoming and accordingly charged the
full value to operations.

8.  STOCK OPTIONS AND WARRANTS

During the nine months ended September 30, 2001, the Company granted options and
warrants for 2,563,316 shares of its common stock with a weighted average strike
price of $5.76 per share. Certain stock options and warrants were granted in
connection with common stock issued for cash. Certain stock options and warrants
were exercisable upon grant and have a life ranging from 4 years to
indefinitely. All 2,563,316 of these options and warrants were outstanding at
September 30, 2001 and the Company has estimated the weighted average life of
the options and warrants to be five years.

In September 2001, the Company granted an option to purchase 500,000 shares of
its common stock at $.30 per share to a consultant of the Company. The option
was immediately exercised for cash. Using the Black-Scholes model with a risk
free interest rate of 2.59% and a volatility of 147%, the Company determined
that the expense associated with this option to be $3,000.

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


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 options and warrants were issued for cash not as part of
stock based consideration.

9.  COMMITMENTS AND CONTINGENCIES

The Company operates from leased facilities under noncancellable operating
leases. The Agreements call for an annual base rent of approximately $148,848
with a variable escalation rate.

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 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.

As noted in Note 2, a review of the operations of Tallent & Associates, LLC at
September 30, 2001, revealed certain potential irregularities. In this regard, a
creditor of Tallent & Associates, LLC has recently asserted a claim of ownership
of substantially all of the ATM's owned by Tallent & Associates, LLC. The
Company notes such claim is contradictory to prior agreements and documents
executed by such creditor and is contradictory to the terms of warranty and
representations by the owners of Tallent & Associates, LLC. The Company is
reviewing these claims and believes that the ultimate resolution of the matter
will not have a material effect upon the Company.

The contract with a major customer expired in September 2001. The Company and
the customer have entered into good faith negotiations regarding a new contract
that will expand the number of sites from approximately 520 to 920. The new
contract will be for an additional five-year period for both the existing sites
and the new sites. The Company's management is confident that it will succeed in
obtaining the new contract. However, if it does not, the Company still retains
all the currently installed ATMs at various locations for a period of five years
from their date of installation.

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

10.  GOING CONCERN

The Company incurred a net loss from operations of approximately $4,539,000 for
the nine months ended September 30, 2001 and current liabilities exceed current
assets as of September 30, 2001 by approximately $2 million. These factors
create an uncertainty about the Company's ability to continue as a going
concern.

The Company has secured a commitment to restructure the capital leases for its
ATM's and management of the Company has developed a plan to increase merchant
contracts to generate additional revenues. 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.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

The Company plans to refinance its ATM leases during the next fiscal quarter.
The Company believes that as a result of the restructuring, 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 $2,000,000
in additional working capital and a $25,000,000 acquisition line of credit, to
meet its needs for the next 12 months. The Company believes that with the
refinance of the ATM leases, it would not require additional financing to
continue operating at its current level of operations.

The Company anticipates incurring losses for the remainder of 2001 and 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.




                                      -17-


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934.  THESE FORWARD-LOOKING STATEMENTS
INHERENTLY ARE SUBJECT TO RISKS AND UNCERTAINTIES, SOME OF WHICH WE CANNOT
PREDICT OR QUANTIFY.  OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE
RESULTS PROJECTED IN THE FORWARD-LOOKING STATEMENTS.  FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE, INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH
COMMERCIAL USE OF ATM MACHINES; PRODUCT REPAIRS; CONSUMER ACCEPTANCE; NEED FOR
ADDITIONAL FINANCING; MANUFACTURING RISKS; DEPENDENCE ON SUPPLIERS; DEPENDENCE
ON DISTRIBUTORS; RAPID TECHNOLOGICAL CHANGES; COMPLIANCE WITH STATE LAWS;
RISKS OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS; DEPENDENCE ON PROPRIETARY
TECHNOLOGY AND OTHER FACTORS DETAILED IN THIS REPORT AND OTHER COMPANY REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  YOU GENERALLY CAN IDENTIFY
FORWARD-LOOKING STATEMENTS BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS
"BELIEVES," "MAY," "EXPECTS," "INTENDS," "ESTIMATES," "ANTICIPATES," "PLANS,"
"SEEKS," OR "CONTINUES," OR THE NEGATIVE THEREOF OR VARIATIONS THEREON OR
SIMILAR TERMINOLOGY.  WE DISCLAIM ANY OBLIGATION TO UPDATE OR REVISE THESE
FORWARD-LOOKING STATEMENTS TO REFLECT THE OCCURRENCE OF EVENTS OR
CIRCUMSTANCES IN THE FUTURE.

Background

Global Axcess Corp. (formerly known as Netholdings.com, Inc.) was incorporated
in Nevada on July 5, 1996 under the name of Gerant Industries, 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 Corp. is a holding company, which conducts all of its
operations through its wholly owned subsidiaries. Global Axcess Corp. together
with its subsidiaries shall be referred to as the "Company."

On May 31, 2001, the Company consummated an agreement to acquire all of the
outstanding capital stock of IFT Financial Group, Inc., a Nevada Corporation, in
exchange for 8,775,000 shares of the Company's common stock (the "IFT
Transaction"). Prior to the IFT Transaction, the Company was a non-operating
public shell company with no operations or assets, and 2,203,737 shares of
common stock issued and outstanding. 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. IFT became an ATM ("automated teller
machine") network company as a result of its recent acquisition of Tallent &
Associates, LLC.

On April 1, 2001, IFT purchased all outstanding capital stock of Tallent &
Associates, LLC ("Tallent"), a Texas limited liability company, in consideration
of $10,000 and 600,000 shares of IFT's common stock. Tallent is an ATM network
consisting of approximately 160 ATM terminals located throughout Florida,
Georgia, and Texas.

                                      -18-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

On June 27, 2001 the Company consummated an agreement with ATMI, Inc. and SAMS,
Inc. to purchase 311 merchant account contracts from ATMI and 190 investor
contracts from SAMS in consideration of 258,357 and 541,633 shares,
respectively, of the Company's common stock. These contracts were strategic
acquisitions and the Company's management believed that they would add value to
the Company's portfolio.

On June 29, 2001 the Company purchased all outstanding capital stock of
Nationwide Money, Inc. ("Nationwide"), which provides financial transaction
services, including its wholly owned subsidiary EFT Integration, Inc. ("EFTI"),
which specializes in ATM transaction processing and other services, from Card
Services International, Inc. (a 50% subsidiary of First Data Corporation
(NYSE:FDC)). In consideration, the Company issued 3,725,000 shares of its common
stock to Card Services, Inc. Nationwide is an ATM project management and
transaction processing company with a network consisting of approximately 1,000
ATM machines of which 840 are currently placed at various merchant locations.
Nationwide has developed software unique to its industry. The Company believes
it can reorganize the operations of Nationwide to take advantage of the
economies of scale it believes can be obtained though this acquisition.

As part of a corporate reorganization, the Company transferred the ATM network
operations from all the completed transactions previously mentioned to
Nationwide and EFTI.

As noted in Notes 2 and 9 to the financial statements, management reviewed the
operations of Tallent, ATMI and Sams and determined that based on losses
incurred from operations, it would not recover the goodwill resulting from these
acquisitions and therefore impaired the goodwill that resulted from these
acquisitions.

The Company

The Company, through its wholly owned subsidiaries, is an ATM network and
processing consolidator in the highly fragmented non-bank ATM industry. 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, state-of-the-art,
sophisticated family of ATM management software products. The Company has
developed, through its software development group over the past five years, a
proprietary turnkey software suite (i.e. CashManagerT, WorkOrderManagerT,
TransManagerT and CommissionManagerT), which can be licensed for additional
revenue, and intends to develop additional proprietary products. 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. 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.

                                      -19-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

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 quarters ended September 30, 2001
and 2000 and for the nine months ended September 30, 2001 and 2000. This
information should be read in conjunction with the Company's unaudited
Consolidated Financial Statements and accompanying notes and other detailed
information regarding the Company appearing elsewhere in this Form 10-QSB.

In the opinion of management, the results from operations during the quarter
ending September 30, 2001 do not reflect the ongoing prospects of this company.
During the third quarter, 2001, the company sorted through the activities
associated with changes in management, capital raising, business combinations,
implementing its business plan and the requirements associated with being a
public reporting Company. The Company incurred unusually high general and
administrative expenses related to the recent business combinations and took a
significant charge due to the impairment of goodwill related to acquired
operations. 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 QUARTERS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

The following operations analysis of the Company for the three and nine months
ended September 30, 2001, essentially reflects the historical financial
statements of IFT. 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 nine months ended September 30, 2001
include the activities of Nationwide from June 29, 2001 (purchase date) through
September 30, 2001.

                                      -20-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

                                     REVENUE

The Company reported total revenues of approximately $3,028,000 and $3,554,000
for the three and nine months period ended September 30, 2001. The Company's
revenue primarily consists of surcharge and interchange fees earned during the
three and nine months ended September 30, 2001, respectively, from its ATM
network operations, principally consisting of approximately 1,600 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.


                               OPERATING EXPENSES

The Company reported total operating expenses of approximately $6,580,000 and
$8,093,000 for the three and nine months ended September 30, 2001. Operating
expenses primarily consist of transaction fees and general and administrative
expenses. Transaction fees amounted to approximately 25% and 33% of the
Company's total revenues for the three and nine months ended September 30, 2001,
respectively. General and administrative expenses amounted to approximately 62%
and 64% of the Company's total operating expenses for the three months and nine
ended September 30, 2001, respectively. 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 $3,552,000 and $4,539,000 for
the three and nine months period ended September 30, 2001. Before the
impairment, loss from operations taxes was approximately $1,810,000 and
$2,797,000 for the three and nine months period ended September 30, 2001.

                             IMPAIRMENT OF GOODWILL

As noted in Notes 2 and 9 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 $1,742,000, 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 September 30, 2001, the Company's had current assets that approximated
it's current liabilities and was incurring operating losses. However, $2,000,000
of the Company,s cash or 62% 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..

                                      -21-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

The Company's auditors have expressed their uncertainty as to the Company's
ability to continue as a going concern. They cite recurring losses from
operations, the Company's working capital deficiency, and limited cash
resources.

However, the Company's management believes cash flow from operations will turn
positive in the first quarter of 2002 from internal growth, not requiring any
further acquisitions. Due to the pay down of equipment lease liabilities,
average monthly debt service in 2002 will be $30,000 down from the estimated
average of $259,000 experienced in 2001.

The Company has secured a commitment of $1,500,000 to restructure the capital
leases for its ATM's. The proposal will purchase all the existing leases of the
Company and then enter into new leases for a 48 months and require a monthly
lease payment of approximately $40,000 compared to its current monthly
obligations of $230,000. Management of the Company has developed a plan to
increase merchant contracts to generate additional revenues. 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.

Funding Sources

In order to maintain 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 uncertainty, 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.

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 September 30, 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.

                                      -22-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

The Company is continuing its efforts to raise additional capital through equity
or debt financings. It plans to refinance its ATM leases during the next fiscal
quarter. The Company believes that as a result of the restructuring, 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 $2,000,000
in additional working capital and a $25,000,000 acquisition line of credit, to
meet its needs for the next 12 months. The Company believes that with the
refinance of the ATM leases, it would not require additional financing to
continue its current level of operations.

The Company anticipates incurring losses for the remainder of 2001 and 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.

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.

                                     -23--
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

Cash Flow Constraints

The Company anticipates an improvement in its performance during the balance of
the year. However, if operating results and cash flows do not improve, the
Company's liquidity may be impaired. In such event, the Company would be
required to obtain additional sources of liquidity and/or reduce the scope of
its operations.

Major Contract

The contract with a major customer expired in September 2001. The Company and
the customer have entered into good faith negotiations regarding a new contract
that will expand the number of sites from approximately 520 to 920. The new
contract will be for an additional five-year period for both the existing sites
and the new sites. The Company's management is confident that it will succeed in
obtaining the new contract. However, if it does not, the Company still retains
all the currently installed ATMs at various locations for a period of five years
from their date of installation.

Other Factors

Despite the setbacks experienced in the 3rd Quarter, management continues to
pursue opportunities. During the quarter, the Company contracted to expand by
100 ATM's an existing facility of 30 ATM's with an option for 100 additional
ATM's and installation began in the 4th quarter. Agreed to increase to 50 sites
its branded cash program and will begin shortly offering branded cash for 4
credit unions. Signed a contract to process approximately 50,000 transactions a
month for another processor. The Company is also targeting additional
acquisitions both stock or stock with limited cash.

                                      -24-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

                       PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

No change from previous filings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not Applicable

ITEM 5.  OTHER INFORMATION

Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

Not applicable

(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.

                                      -25-

<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K (continued)

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.

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

                                SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned there unto duly
authorized.

                                        GLOBAL AXCESS CORP.



Date:  November 19, 2001                By: /s/ Leonard J. Roman
                                                Leonard J. Roman
                                                Chief Financial Officer