<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 under Section 13 or 15(d) of the Exchange Act

For the transition period from _____ to _____



                         Commission File Number 0-24725

                          GLOBAL ELECTION SYSTEMS INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

   British Columbia, Canada                            85-0394190
(State or Other Jurisdiction of             (IRS Employer Identification No.)
 Incorporation or Organization)


                     1611 Wilmeth Road, McKinney, TX, 75069
                    (Address of Principal Executive Offices)

                                972 - 542 - 6000
                (Issuer's Telephone Number, Including Area Code)

         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 [ ] (issuer not subject to filing requirements for past 90 days)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 19, 2001,
the issuer had 20,695,340 shares of its common stock outstanding.


         Transitional Small Business Disclosure Format (check one):
Yes [ ] No [x]



<PAGE>



                                TABLE OF CONTENTS

Part I.  FINANCIAL INFORMATION                                                 1



         Item 1. Interim Consolidated Financial Statements.                    1

         Item 2. Management's Discussion and Analysis or Plan of Operation.   29


Part II. OTHER INFORMATION                                                    34


         Item 1. Legal Proceedings.                                           34

         Item 2. Changes in Securities and Use of Proceeds.                   35

         Item 3. Defaults Upon Senior Securities.                             36

         Item 4. Submission of Matters to a Vote of Security Holders.         36

         Item 6. Exhibits and Reports on Form 8-K.                            37


                                       i
<PAGE>
Part I.           FINANCIAL INFORMATION

         Item 1.           Interim Consolidated Financial Statements.


REVIEW ENGAGEMENT REPORT

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

TO THE SHAREHOLDERS OF GLOBAL ELECTION SYSTEMS INC.:

We have reviewed the interim consolidated balance sheet of Global Election
Systems Inc. as at 30 September 2001 and the interim consolidated statements of
changes in shareholders' equity (deficiency), loss and cash flows for the three
months then ended. Our review was made in accordance with Canadian and U.S.
generally accepted standards for review engagements and accordingly consisted
primarily of enquiry, analytical procedures and discussion related to
information supplied to us by the company.

A review does not constitute an audit and consequently we do not express an
audit opinion on these interim financial statements.

Based on our review, nothing has come to our attention that causes us to believe
that these interim financial statements are not, in all material respects, in
accordance with accounting principles generally accepted in the United States of
America.






                                             /s/ STALEY, OKADA, CHANDLER & SCOTT
Burnaby, B.C.                                    STALEY, OKADA, CHANDLER & SCOTT
19 November 2001                                           CHARTERED ACCOUNTANTS

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



                                       1


<PAGE>

GLOBAL ELECTION SYSTEMS INC.                                         Statement 1

INTERIM CONSOLIDATED BALANCE SHEETS
U.S. Funds
Prepared Without Audit

<Table>
<Caption>
                                                                                   AS AT               As at
                                                                               30 SEPTEMBER           30 June
ASSETS                                                                              2001                2001
                                                                               ------------         ------------
<S>                                                                            <C>                  <C>
CURRENT
   Cash and short-term deposits                                                $  1,228,760         $  1,154,658
   Accounts receivable                                                            2,439,000            3,288,005
   Contracts receivable                                                           1,881,726            1,028,486
   Unbilled receivables                                                             391,424              418,113
   Deposits and prepaid expenses                                                    704,498              424,242
   Inventory (Note 4)                                                             5,534,050            5,608,828
   Current portion of agreements receivable                                          97,276               97,276
                                                                               ------------         ------------
                                                                                 12,276,734           12,019,608
AGREEMENTS RECEIVABLE (Note 5)                                                      345,238              344,364
CAPITAL ASSETS (Note 6)                                                           2,162,189            2,364,292
OTHER ASSETS (Note 7)                                                             1,923,805            2,088,555
                                                                               ------------         ------------
                                                                               $ 16,707,966         $ 16,816,819
                                                                               ============         ============

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities                                    $  4,367,324         $  5,172,159
   Customer deposits                                                              1,140,000            1,140,000
   Deferred revenue                                                                 645,408              550,102
   Current portion of loans payable                                               9,327,888            4,381,299
   Current portion of capital lease obligations                                     480,024              540,502
                                                                               ------------         ------------
                                                                                 15,960,644           11,784,062
LOANS PAYABLE (Note 8)                                                                   --              666,666
CAPITAL LEASE OBLIGATIONS (Note 9)                                                  863,251              948,425
                                                                               ------------         ------------
                                                                                 16,823,895           13,399,153
                                                                               ------------         ------------
CONTINUED OPERATIONS (Note 1a)
COMMITMENTS AND CONTINGENCIES (Note 12 and 17)

SHAREHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL (Note 10)
   Authorized:
     100,000,000 common voting shares, without par value
      20,000,000 convertible voting preferred shares, without par value
   Issued and fully paid:
      20,695,340 (20,695,340) common shares                                      14,992,683           14,992,683
DEFICIT - Statement 2                                                           (15,108,612)         (11,575,017)
                                                                               ------------         ------------
                                                                                   (115,929)           3,417,666
                                                                               ------------         ------------
                                                                               $ 16,707,966         $ 16,816,819
                                                                               ============         ============
</Table>


ON BEHALF OF THE BOARD:

/s/ ROBERT J. UROSEVICH, Director
-----------------------

/s/ CLINTON H. RICKARDS, Director
-----------------------

                           - See Accompanying Notes -



                                       2
<PAGE>

GLOBAL ELECTION SYSTEMS INC.                                         Statement 2

INTERIM CONSOLIDATED STATEMENTS OF CHANGES
      IN SHAREHOLDERS' EQUITY (DEFICIENCY)
U.S. Funds
Prepared Without Audit


<Table>
<Caption>
                                                                    Common Shares
                                                              Shares             Amount             Deficit               Total
                                                          ------------        ------------        ------------         ------------
<S>                                                       <C>                 <C>                 <C>                  <C>
Balance - 30 June 2000                                      18,583,673        $ 13,411,883        $ (1,319,316)        $ 12,092,567
  Issuance of shares on exercise of options ($0.84
    per share)                                                  50,000              42,174                  --               42,174
  Issuance of shares on acquisition of subsidiary
    ($0.68 per share)                                        1,600,000           1,080,934                  --            1,080,934
  Net loss for the period - Statement 3                             --                  --            (666,964)            (666,964)
                                                          ------------        ------------        ------------         ------------
Balance - 30 September 2000                                 20,233,673        $ 14,534,991        $ (1,986,280)        $ 12,548,711
                                                          ============        ============        ============         ============

Balance - 30 June 2001                                      20,695,340        $ 14,992,683        $(11,575,017)        $  3,417,666
  Net loss for the period - Statement 3                             --                  --          (3,533,595)          (3,533,595)
                                                          ------------        ------------        ------------         ------------
Balance - 30 September 2001                                 20,695,340        $ 14,992,683        $(15,108,612)        $   (115,929)
                                                          ============        ============        ============         ============
</Table>


                           - See Accompanying Notes -


                                       3
<PAGE>

GLOBAL ELECTION SYSTEMS INC.                                         Statement 3

INTERIM CONSOLIDATED STATEMENTS OF LOSS
FOR THE THREE MONTHS ENDED 30 SEPTEMBER
U.S. Funds
Prepared Without Audit

<Table>
<Caption>
                                                                2001                2000
                                                            ------------         ------------
<S>                                                         <C>                  <C>
REVENUE
   Sales and operating income (Note 13)                     $  2,474,055         $  3,479,245
   Other income                                                    9,552               11,890
                                                            ------------         ------------
                                                               2,483,607            3,491,135
                                                            ------------         ------------
COSTS AND EXPENSES
   Cost of sales and operating expenses                        1,262,675            1,780,903
   Selling, administrative and general expenses                2,651,126            2,022,636
   Research and development expenses                           1,352,265              139,270
   Amortization                                                  378,858              286,993
   Interest                                                      372,278              194,776
                                                            ------------         ------------
                                                               6,017,202            4,424,578
                                                            ------------         ------------

LOSS BEFORE INCOME TAXES                                      (3,533,595)            (933,443)
    Provision for income taxes                                        --               (5,521)
    Recovery of deferred income taxes                                 --              272,000
                                                            ------------         ------------
NET LOSS FOR THE PERIOD                                     $ (3,533,595)        $   (666,964)
                                                            ============         ============


LOSS PER SHARE - U.S. FUNDS
   Basic                                                    $      (0.17)        $      (0.03)
   Fully diluted                                            $        N/A         $        N/A
                                                            ============         ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING          20,695,340           19,731,892
                                                            ============         ============
</Table>


                           - See Accompanying Notes -


                                       4
<PAGE>


GLOBAL ELECTION SYSTEMS INC.                                         Statement 4

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED 30 SEPTEMBER
U.S. Funds
Prepared Without Audit

<Table>
<Caption>
                                                                                  2001                2000
                                                                              -----------         -----------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
   Net loss for the period                                                    $(3,533,595)        $  (666,964)
   Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
     Amortization                                                                 378,858             286,993
     Provision for (recovery of) deferred income taxes                                 --            (272,000)
     Accounts receivable                                                          849,005           1,545,311
     Contracts receivable                                                        (853,240)          3,007,217
     Unbilled receivables                                                          26,689            (460,663)
     Deposits and prepaid expenses                                               (280,256)            (82,564)
     Inventory                                                                     74,778             (75,198)
     Accounts payable and accrued liabilities                                    (804,835)           (256,593)
     Deferred revenue                                                              95,306             (58,847)
                                                                              -----------         -----------
   Net cash provided by (used in) operating activities                         (4,047,290)          2,966,692
                                                                              -----------         -----------
CASH FLOWS FROM
INVESTING ACTIVITIES
   Capital assets acquired                                                        (12,005)         (2,408,072)
   Other assets                                                                        --             (65,066)
   Agreements receivable                                                             (874)            125,314
                                                                              -----------         -----------
   Net cash used in investing activities                                          (12,879)         (2,347,824)
                                                                              -----------         -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
   Loans payable                                                                4,279,923          (1,615,802)
   Capital lease obligations                                                     (145,652)          1,879,745
   Common shares issued                                                                --              42,174
                                                                              -----------         -----------
   Net cash provided by financing activities                                    4,134,271             306,117
                                                                              -----------         -----------

NET INCREASE IN CASH                                                               74,102             924,985
   Cash position - Beginning of period                                          1,154,658           1,446,613
                                                                              -----------         -----------
CASH POSITION - END OF PERIOD                                                 $ 1,228,760         $ 2,371,598
                                                                              ===========         ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid during the period for interest                                  $   235,830         $   186,968
                                                                              ===========         ===========

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
    Issuance of shares for subsidiary                                         $        --         $ 1,080,934
    Issuance of note payable for subsidiary                                   $        --         $ 1,000,000
    Goodwill acquired for shares and note                                     $        --         $(2,080,934)
    Exchange of trade receivable for agreement receivable                     $        --         $   650,000
                                                                              ===========         ===========
</Table>


                           - See Accompanying Notes -



                                       5
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     These consolidated financial statements have been prepared using generally
     accepted accounting principles of the United States of America as follows:

     a)  CONTINUED OPERATIONS

         These consolidated financial statements are prepared on the basis of
         accounting principles applicable to a "going concern", which assumes
         that the company will continue in operations for the foreseeable future
         and will be able to realize assets and discharge liabilities in the
         normal course of operations.

         Several adverse conditions and events cast substantial doubt upon the
         validity of this assumption. The company is in non-compliance with
         certain covenants of its loan agreements (Note 8), has failed to obtain
         the required consent of a debt holder for security granted on
         additional borrowings (Note 8), has defaulted on required principal
         repayments of loan agreements, has several contingent liabilities which
         may require substantive attention, has received several threats of
         litigation regarding unpaid trade payables which are accrued in the
         accounts, has identified a significant cash flow deficiency in the
         coming year, has significant ongoing commitments (Note 12), a working
         capital deficiency of $3,683,910 and a deficit of $15,108,612.

         The ability to continue as a going concern is dependent on its ability
         to:

         i)   Re-establish profitable operations, as the industry recovers from
              the effects of the November 2000 general election.

         ii)  Remedy the non-compliance with its debt covenants and obtain the
              necessary consent for the security granted on additional
              borrowings.

         iii) Receive continued financial support from its bankers including
              continued working capital loan arrangements with the existing
              banker or an alternate source beyond the current 31 October 2001
              expiry date.

         iv)  Successfully defend against the pending or threatened legal
              disputes (Note 17).

         v)   Locate a strategic partner (Note 18) and obtain additional
              financing.

         These consolidated financial statements do not reflect adjustments that
         would be necessary if the going concern assumption were not appropriate
         because management believes that the actions already taken or planned,
         as described herein, will mitigate the adverse conditions and events
         which raise doubts about the validity of the going concern assumption
         used in preparing these financial statements.

         If the going concern assumption were not appropriate for these
         consolidated financial statements, then adjustments would be necessary
         in the carrying values of assets and liabilities, the reported revenues
         and expenses, and the balance sheet classifications used.

     b)  NATURE OF OPERATIONS

         The company markets a complete electronic voting system, which includes
         vote tally and voter registration software. The company also
         participates in the ballot printing, absentee voter and remote voting
         sectors of the election industry.

     c)  CASH EQUIVALENTS

         Cash equivalents are short-term, highly liquid investments that are
         both readily convertible to cash and have original maturities of three
         months or less at the time of acquisition.



                                       6
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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



1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Continued

     d)  CONSOLIDATION

         These consolidated financial statements include the accounts of the
         company, its wholly-owned subsidiary, Global Election Systems, Inc., a
         company incorporated in Delaware and operating in Texas, U.S.A. and its
         wholly-owned subsidiaries. The purchase method of accounting has been
         applied to the formation of this subsidiary.

         On 23 March 2000, the company's wholly-owned U.S. subsidiary
         incorporated a wholly-owned subsidiary, Global Systems Caribbean, Inc.,
         a company incorporated in Puerto Rico. The new subsidiary remains
         inactive to date and is accounted for under the purchase method of
         accounting.

         On 26 April 2000, the company's wholly-owned U.S. subsidiary
         incorporated a wholly-owned subsidiary, Integrivote.com, Ltd., a
         company incorporated in Nevada, U.S.A. The subsidiary remained inactive
         and was recently dissolved.

         Effective as of 10 August 2000, the company's wholly-owned U.S.
         subsidiary acquired a wholly-owned subsidiary, Spectrum Print & Mail
         Services, Ltd. ("Spectrum"), a company incorporated in Delaware and
         operating in Washington, U.S.A., California, U.S.A. and British
         Columbia, Canada. The acquisition is accounted for under the purchase
         method of accounting (Note 2).

         All inter-company accounts and transactions have been eliminated on
         consolidation of the subsidiaries.

     e)  FOREIGN CURRENCY TRANSLATION

         The accounts of the company are prepared in U.S. funds and the
         company's Canadian operations are translated into U.S. dollars as
         follows:

         o        Monetary assets and liabilities at period-end rates,

         o        All other assets and liabilities at historical rates, and

         o        Revenue and expense items at the average rate of exchange
                  prevailing during the period.

         Exchange gains and losses arising from these transactions are reflected
         in income or expense in the related period.

     f)  INVENTORY

         Inventory of finished goods is valued at the lower of cost, including
         direct costs, capitalized labour and overhead, and net realizable value
         as estimated by management. Raw materials, which consist of parts and
         components, are valued at the lower of cost and net realizable value,
         less any allowances for obsolescence. Goods taken in trade are treated
         as additional discounts granted to complete sales agreements and no
         value is recognized in inventory.



                                       7
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Continued

     g)  AMORTIZATION

         Capital assets are recorded at cost and the company provides for
         amortization on the following basis:

         Demonstration and computer equipment - 20% to 30% declining balance
         method

         Manufacturing equipment - 20% declining balance method

         Manufacturing equipment under capital leases - 20% declining balance
         method(i)

         Furniture and equipment - 20% declining balance method

         Leasehold improvements - straight-line over 5 years

         One-half of the rate is applied in the year of acquisition and
         disposition.

         (i)  Amortization of assets under capital leases, where there is no
              bargain purchase option or confirmed transfer of the asset to the
              company at the end of the lease term, is determined on a
              straight-line basis over the term of the lease.

     h)  LONG-LIVED ASSETS

         The company reviews its long-lived assets for impairment whenever
         changes in circumstances indicate that the carrying amount of an asset
         may not be recoverable. For purposes of evaluating the recoverability
         of long-lived assets, the recoverability test is performed using
         undiscounted net cash flows estimated to be generated by the asset.

     i)  PATENTS

         Patents are recorded at cost and the company provides for amortization
         on a straight-line basis over 10 years.

     j)  GOODWILL

         Goodwill is recorded at cost and the company provides for amortization
         on a straight-line basis over 5 years.

     k)  REVENUE RECOGNITION

         Revenue from sales of products is recognized at the time of shipment of
         products to customers. Revenue from sales of services is recognized on
         the basis of the percentage completion of the related services. The
         company defers a portion of revenue received related to contracted
         future services to match against management's estimate of the future
         costs of providing these services to customers. Receivables with
         extended payment terms less than one year are recorded as contracts
         receivable and those over one year are recorded as agreements
         receivable (Note 5).

     l)  UNBILLED RECEIVABLES

         Amounts related to revenues recognized in the fiscal period which
         remain unbilled to the customer at the end of the fiscal period are
         presented as unbilled receivables in these consolidated financial
         statements.

     m)  WARRANTY RESERVE

         Provisions for future estimated warranty costs are recorded in the
         accounts based upon historical maintenance records. Management
         periodically reviews the warranty reserve to determine the adequacy of
         the provision.



                                       8
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Continued

     n)  SHARE CAPITAL

         i)   The proceeds from the exercise of stock options, warrants and
              escrow shares are recorded as share capital in the amount for
              which the option, warrant or escrow share enabled the holder to
              purchase a share in the company.

         ii)  Share capital issued for non-monetary consideration is recorded at
              an amount based on fair market value reduced by an estimate of
              transaction costs normally incurred when issuing shares for cash,
              as determined by the board of directors of the company.

     o)  NET EARNINGS (LOSS) PER COMMON SHARE

         The company follows SFAS No. 128, Earnings per Share, which requires
         the presentation of basic and fully diluted earnings per share.

         Basic net earnings (loss) per share is computed by dividing the net
         earnings (loss) by the weighted-average number of common shares
         outstanding during the period. Net earnings per share-diluted is
         computed by increasing the weighted-average number of common shares
         outstanding by the additional common shares that would have been
         outstanding if the dilutive potential common shares had been issued.
         Due to the loss incurred during the period ended 30 September 2001, the
         dilutive securities (stock options and warrants) have been excluded
         from the computation as their effect would be anti-dilutive.

     p)  MANAGEMENT'S ESTIMATES

         The preparation of 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
         dates of the financial statements and the reported amounts of revenues
         and expenses during the reported periods. Actual results could differ
         from those estimates.

     q)  ACCOUNTING FOR INCOME TAXES

         Income taxes are determined using the asset and liability approach in
         accordance with the provisions of SFAS No. 109, Accounting for Income
         Taxes. This method gives consideration to the future tax consequences
         of temporary differences between the financial reporting basis and the
         tax basis of assets and liabilities based on currently enacted tax
         rates. 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.

     r)  STOCK BASED COMPENSATION

         The company has elected to account for stock options in accordance with
         Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
         Issued to Employees. Accordingly, because options are granted at fair
         market value, no compensation expense has been recognized for options
         issued to employees under the Company's stock option plans. The Company
         has adopted the disclosure only provisions of SFAS No. 123, Accounting
         for Stock-Based Compensation. Accordingly, the Company has made pro
         forma disclosures of net earnings (loss) and net earning (loss) per
         share as if the fair value based method of accounting, as set forth in
         SFAS No. 123, had been applied.

     s)  RESEARCH AND DEVELOPMENT

         Expenditures related to research and development projects are expensed
         in the period incurred.


                                       9
<PAGE>
------------------------------------------------------------

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

2.   ACQUISITION OF SUBSIDIARY

     By a share purchase agreement effective as of 10 August 2000, the company's
     wholly-owned U.S. subsidiary agreed to purchase 100% of the issued and
     outstanding shares of Spectrum. Spectrum is involved in the ballot
     printing, absentee voting processing and remote voting sectors of the
     election industry as well as certain other commercial printing
     applications. The company's statement of income (loss) includes the results
     of operations of Spectrum from 11 August 2000.

     The consideration for the acquisition was as follows:

     i)    Issuance of 1,600,000 common shares of the company(i);

     ii)   Cash payment of $600,000 on 29 September 2000 (paid);

     iii)  Cash payment of $333,334 on 29 September 2001;

     iv)   Cash payment of $333,333 on 29 September 2002;

     v)    Cash payment of $333,333 on 29 September 2003.

     A summary, as at 10 August 2000, of the consideration paid or accrued and
     the net identifiable assets of Spectrum is as follows:

<Table>
<S>                                                                                         <C>
Consideration Paid or Accrued
Fair market value of 1,600,000 common shares issued (ii)                                    $ 1,080,934
Cash consideration paid                                                                         600,000
Cash consideration payable (Note 8c)                                                          1,000,000
Deferred interest portion related to discounted cash consideration payable (Note 8c)           (219,583)
                                                                                            -----------
Total consideration paid or accrued                                                         $ 2,461,351
                                                                                            -----------

Net Identifiable Assets and Goodwill Acquired
Cash                                                                                        $    18,837
Other current assets                                                                             36,984
Capital assets                                                                                2,030,676
Goodwill                                                                                      2,146,000
Bank loan                                                                                       (46,952)
Other current liabilities                                                                       (59,686)
Capital lease obligation                                                                     (1,664,508)
                                                                                            -----------
                                                                                            $ 2,461,351
                                                                                            -----------
</Table>

     (i)   The shares were issued upon closing of the agreement except for
           500,000 shares, which are subject to an escrow agreement (Note 10c).

     (ii)  The share consideration has a deemed value of CDN $2.09 per the
           agreement and per acceptance by the regulatory authorities.
           Management has discounted this value to CDN $1.00 per share to
           recognize the estimated fair value of the common shares at 10 August
           2000.

     The company has agreed to use its best efforts to obtain a release of the
     seller's personal liability under certain guarantees of the obligations of
     Spectrum (Note 9). The company has agreed to indemnify and save harmless
     the seller from any claims pursuant to these guarantees.

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


                                       10
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

3.   FAIR VALUE OF FINANCIAL INSTRUMENTS AND OFF-BALANCE SHEET RISKS

     The carrying value of accounts receivable, contracts receivable, unbilled
     receivables, deposits, agreements receivable, accounts payable and accrued
     liabilities, customer deposits, loans payable and capital lease obligations
     approximates their fair value due to their short term maturity or capacity
     of prompt liquidation.

     Concentration of credit risk may arise from exposure to a single debtor or
     to a group of debtors having similar characteristics such that their
     ability to meet their obligations to the company is expected to be affected
     similarly by changes in economic or other conditions.

     The company's counterparty concentration is with its authorized resellers
     and state, county, city and municipal election customers in the United
     States and Canada and arises in the normal course of the company's
     business. The company does not normally require collateral other than a
     security interest on the related equipment.

     Included in the 30 September 2001 gross accounts receivable of $2,999,597,
     are three customers which together account for $1,256,681 or 41.9% of this
     balance. To 16 November 2001, the company has collected $89,579 from these
     customers and the balance is due on specific terms. The company has made a
     provision of $560,597 for disputed and potentially uncollectible amounts
     from its trade receivables yielding a net current accounts receivable
     balance of $2,439,000.

     Included in the 30 September 2001 gross contracts receivable of $2,606,726
     is one election customer, which accounts for $1,339,640 or 51.4% of this
     balance. To 16 November 2001, the company has collected $Nil from this
     customer on the balance owing at 30 September 2001. The balance is past due
     and management is currently in negotiations with the customer in an attempt
     to resolve certain disputes relating to the contract. A provision for loss
     in the amount of $725,000 has been recorded in the accounts of the company
     as of 30 September 2001. Should the company be unable to satisfy the
     customer's expectations, then a mediation process is anticipated and the
     possible range of loss would be $Nil to the full balance owing. The net
     contracts receivable amount to $1,881,726 as at 30 September 2001.

     The 30 September 2001 gross unbilled receivables amount to $494,588
     representing the revenue unbilled on contracts in progress. A provision for
     loss in the amount of $103,164 has been established to provide for
     potentially uncollectible amounts on these contracts. The net unbilled
     receivables amount to $391,424 as at 30 September 2001.

     The company has deposits in a bank in excess of the FDIC insured amount of
     $100,000. The amount in excess of $100,000 is subject to loss, should the
     bank cease business.

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

4.   INVENTORY

     Details are as follows:

<Table>
<Caption>
                         30 SEPTEMBER        30 June
                             2001              2001
                         ------------       ----------
<S>                      <C>                <C>
Supplies and parts        $3,235,353        $3,462,122
Finished goods             2,298,697         2,146,706
                          ----------        ----------
                          $5,534,050        $5,608,828
                          ----------        ----------
</Table>

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


                                       11
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

5.   AGREEMENTS RECEIVABLE

     a)  Details of agreements receivable are as follows:

<Table>
<Caption>
                                                                            30 SEPTEMBER         30 June
                                                                                2001              2001
                                                                            ------------        ---------
<S>                                                                         <C>                 <C>
Assignment receivable (Note 5b)                                               $ 420,590         $ 420,590
Sales agreement receivable with interest at 5.4% per annum commencing
    15 July 1998, repayable by 15 July 2001, secured by the underlying
    goods                                                                        21,924            21,050
                                                                              ---------         ---------
                                                                                442,514           441,640
Less: Current portion                                                           (97,276)          (97,276)
                                                                              ---------         ---------
                                                                              $ 345,238         $ 344,364
                                                                              ---------         ---------
</Table>

         Scheduled principal repayments on the sales agreements receivable are
as follows:

<Table>
<S>                                                    <C>
    Period to 30 September 2002                        $    97,276
    Period to 30 September 2003                             70,966
    Period to 30 September 2004                            109,345
    Period to 30 September 2005                             59,445
    Period to 30 September 2006                             54,836
    Period to 30 September 2007 and subsequent              50,646
                                                       -----------
                                                       $   442,514
                                                       -----------
</Table>

     b)  By a letter agreement dated 28 August 2000, the company agreed to
         accept the future gross proceeds of certain Election Services
         Agreements as payment for $650,000 of trade receivable owing from the
         customer. An allowance of $229,410 has been provided to yield a net
         assignment receivable of $420,590 as a result of no payments yet
         received from the underlying customer. These agreements have an
         estimated future gross proceeds of approximately $552,000 during their
         eight year terms to August 2007, which would represent an implicit
         interest rate of approximately 10% per annum.

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

                                       12
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

6.   CAPITAL ASSETS

     Details are as follows:

<Table>
<Caption>
                                                                        30 SEPTEMBER        30 June
                                                                             2001             2001
                                                      Accumulated          NET BOOK         Net Book
                                        Cost          Amortization           VALUE            Value
                                     ----------       ------------      ------------       ----------
<S>                                  <C>              <C>               <C>                <C>
Demonstration and computer           $1,087,754        $  636,266        $  451,488        $  474,383
    equipment
Manufacturing equipment                 217,195            95,150           122,045           128,468
Manufacturing equipment under
    capital leases                    2,222,939           832,472         1,390,467         1,550,692
Furniture and equipment                 310,490           206,143           104,347           109,740
Leasehold improvements                  160,179            66,337            93,842           101,009
                                     ----------        ----------        ----------        ----------
                                     $3,998,557        $1,836,368        $2,162,189        $2,364,292
                                     ----------        ----------        ----------        ----------
</Table>

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

7.   OTHER ASSETS

     Details are as follows:

<Table>
<Caption>
                                          30 SEPTEMBER     30 June
                                              2001           2001
                           Accumulated      NET BOOK       Net Book
                Cost       Amortization      VALUE           Value
             ----------    ------------   ------------    ----------
<S>          <C>           <C>            <C>             <C>
Patents      $  165,000     $  161,700     $    3,300     $    8,250
Goodwill      3,446,960      1,526,455      1,920,505      2,080,305
             ----------     ----------     ----------     ----------
             $3,611,960     $1,688,155     $1,923,805     $2,088,555
             ----------     ----------     ----------     ----------
</Table>

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



                                       13
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

8.   LOANS PAYABLE

     a)  Details are as follows:

<Table>
<Caption>
                                                                                    30 SEPTEMBER       30 June
                                                                                        2001             2001
                                                                                    ------------      -----------
<S>                                                                                 <C>               <C>
Revolving  line of  credit,  bearing  interest  at The  Wall  Street                 $   999,443      $ 1,220,229
   Journal prime rate plus 4%, interest payments due monthly, due in full by
   31 October 2001, $3,000,000 limit, secured by a commercial security agreement
   covering certain receivables of the company (i)
Line of credit, bearing interest at bank prime plus 1% per annum (interest rate
   floor of 10%), interest payments due quarterly, due in full by 8 December
   2001, secured by a contract receivable
   with a balance receivable of $1,325,230 as at 30 September 2001                       296,200          546,200
Promissory note payable, bearing interest at 10% per annum, interest payments
   due with scheduled principal payments or prepayments, payments due $409,000
   by 15 September 2001, $844,667 by 15 December 2001 and the balance by 15
   March 2002, secured (Note 8d) (ii)                                                  2,098,333        2,381,652
Loan payable, non-interest bearing, payments due $333,334 by 29 September 2001,
   $333,333 by 29 September  2002 and $333,333 by 29 September 2003, unsecured
   (Note 8c) (iii)                                                                       933,912          899,884
Bridge loan payable, bearing interest at 12% per annum, interest payments due
   quarterly, principal payments due $1,550,000 by 31 December 2001 and
   $3,450,000 by 29 January 2002 (Note 8e) (iv)                                        5,000,000               --
                                                                                     -----------      -----------
                                                                                       9,327,888        5,047,965
Less: Current portion                                                                 (9,327,888)      (4,381,299)
                                                                                     -----------      -----------
                                                                                     $        --      $   666,666
                                                                                     -----------      -----------
</Table>

         (i)   The company is in non-compliance with certain covenants of the
               loan agreement and the company failed to repay the loan on its
               maturity date of 31 October 2001. On 1 November 2001, the
               company received a demand for full repayment of the loan, in the
               amount of 2,925,925 plus accrued interest of $7,226 by 15
               November 2001. The company has repaid $337,861 subsequent to 1
               November 2001, from customer receipts, resulting in a principal
               balance due of $2,588,064 at present. The default interest rate
               is 18% per annum.

         (ii)  The loan agreement contains a cross default clause providing for
               default of the loan in the event of the default of other debt or
               default of the covenants of other debt. The company failed to
               obtain the required consent of the debt holder for the security
               granted upon entering into the bridge loan agreement (Note 8e).
               The company failed to make the balance of the required payment
               due 15 September 2001. The default interest rate is 18% per
               annum.

         (iii) The company failed to make the required $333,334 principal
               payment on 29 September 2001 and the creditor has demanded full
               repayment of the loan, together with interest at the default
               rate, on or before 30 October 2001. The default interest rate is
               U.S. Bank prime, which is currently 5.5% per annum.

         (iv)  The company failed to make the required interest payment of
               $112,833 on 30 September 2001. The default interest rate is 15%
               per annum.

     b)  Scheduled principal repayments on the loans payable are all considered
         to be payable within the next twelve months due to the various
         defaults.



                                       14
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

8.   LOANS PAYABLE - Continued

     c)  The promissory note payable was issued as part consideration for the
         acquisition of Spectrum (Note 2) during the year ended 30 June 2001.
         Management has discounted the note payable using a discount rate of
         13.5% per annum resulting in a deferred interest charge of $219,583.

         Details are as follows:

<Table>
<S>                             <C>
Face value of note payable      $ 1,000,000
Discount factor                    (219,583)
                                -----------
                                    780,417
Interest accretion                  153,495
                                -----------
Balance - 30 September 2001     $   933,912
                                -----------
</Table>

     d)  The promissory note payable is denominated in Canadian funds for a
         total of $4,000,000. The principal payments are $1,333,333 CDN funds by
         15 September 2001, $1,333,333 CDN funds by 15 December 2001 and the
         balance by 15 March 2002. The loan is secured by a security interest
         covering the inventory of the company and $4,000,000 guarantees from
         the company's U.S. subsidiary and a director. Prepayments are required
         as to 10% of collected sales by the company and 10% of any proceeds
         from the issuance of any debt or equity securities in excess of U.S.
         $7,000,000. The lender was granted 600,000 share purchase warrants
         (Note 10b) and the director who guaranteed the loan was granted 100,000
         share purchase warrants (Note 10b).

     e)  By a bridge loan agreement dated 29 June 2001 and amended 3 August
         2001, the company arranged a $5,000,000 loan from Diebold, Incorporated
         ("Diebold") with interest at 12% per annum and repayable 180 days from
         the dates of advance of the loan. The first advance of the loan of
         $1,550,000, less origination fees and lender expenses of $350,000, was
         received on 5 July 2001. The second and final advance of the loan in
         the amount of $3,450,000, less lender costs of $43,300, was received on
         3 August 2001.

         The lender may elect, at any time, upon 2 days notice, to convert any
         portion of the unpaid loan amounts into common stock of the company.
         The lender is not entitled to convert unpaid loan amounts into common
         stock of the company such that more than 19.9% of the total issued and
         outstanding shares of the company may be so issued, without prior
         shareholder approval. On 26 October 2001, the shareholders by ordinary
         resolution, approved the issuance of up to 11,556,922 common shares
         should Diebold exercise its rights to convert any or all of the bridge
         loan into common shares. The conversion price is the lesser of $1.135
         or 85% of the fair market value of the company's common shares based
         upon the average closing price of the 10 days prior to the conversion.

         The company may prepay the loan at any time prior to maturity at the
         greater of 145% of the unpaid principal plus accrued interest or 145%
         of the conversion rights with respect to the unpaid principal plus
         accrued interest.

         The company shall prepay the loan at the greater of 145% of the unpaid
         principal plus accrued interest or 145% of the conversion rights with
         respect to the unpaid principal plus accrued interest upon the company
         entering into a sale agreement with a third party.

         The lender was granted a warrant for 250,000 shares of the company at
         the price of $1.135 and expiring 3 August 2006 (Note 10b) or earlier
         under specific conditions. On 26 October 2001, the shareholders by
         ordinary resolution, approved Diebold's right to exercise the warrant.


                                       15
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

8.   LOANS PAYABLE - Continued

     e)  The loan agreement further provides that the company may not issue or
         sell shares, nor grant options at a price less than $1.135 prior to the
         later of full repayment of the loan and the date the warrants attached
         to the loan are exercised or expire.

         The loan is secured by a security interest in all assets of the company
         and the joint and several guarantees of the company's wholly-owned
         subsidiaries, Global Election Systems, Inc. and Spectrum Print & Mail
         Services, Ltd. for complete payments and performance of the obligations
         of the borrower. The security interest is prior to all other liens on
         the collateral other than the security provided on the loans payable
         which existed prior to the bridge loan agreement.

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

9.   CAPITAL LEASE OBLIGATIONS

     a)  Details are as follows:

<Table>
<Caption>
                                                                                   30 SEPTEMBER        30 June
                                                                                        2001             2001
                                                                                   ------------      -----------
<S>                                                                                <C>               <C>
IFC Credit Corporation (Note 9b)
   Lease #01, bearing an implicit interest rate of 13.95% per annum,
   payable at $3,719 per month for 60 months to 20 September 2003,
   secured by the related equipment                                                 $    90,344      $    98,144

   Lease #02, bearing an implicit interest rate of 14.28% per annum, payable at
   $3,948 per month for 60 months to 1 December 2004,
   secured by the related equipment                                                     133,888          140,749

   Lease #03, bearing an implicit interest rate of 21.71% per annum,
   payable at $3,240  per month for 60 months to 1 January 2005,
   secured by the related equipment                                                     100,860          104,913

   Lease #04, bearing an implicit interest rate of 14.94% per annum,
   payable at $3,901 per month for 60 months to 1 September 2005,
   secured by the related equipment                                                     149,890          155,801

   Lease #05, bearing an implicit interest rate of 14.94% per annum,
   payable at $3,901 per month for 60 months to 1 September 2005,
   secured by the related equipment                                                     149,890          155,801

Newcourt Leasing Corp. (Note 9c)
    Lease, bearing an implicit interest rate of 11.39% per annum, payable at
    $15,718 per month for 42 months to 23 December 2001,
    secured by the related equipment                                                     46,276           91,243

Bankvest Capital Corp. (Note 9d)
    Lease, bearing an implicit interest rate of 10.30% per annum, payable at
    $11,223 per month for 42 months to 1 June 2002,
    secured by the related equipment                                                     96,811          127,436

Copelco Capital, Inc. (Note 9e)
    Lease, bearing an implicit interest rate of 12.29% per annum, payable at
    $21,751 per month for 48 months to 1 April 2004,
    secured by the related equipment                                                    575,316          614,840
                                                                                    -----------      -----------
                                                                                      1,343,275        1,488,927
Less: Current portion                                                                  (480,024)        (540,502)
                                                                                    -----------      -----------
                                                                                    $   863,251      $   948,425
                                                                                    -----------      -----------
</Table>

                                       16
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

9.   CAPITAL LEASE OBLIGATIONS - Continued

     b)  IFC Credit Corporation Leases

         The company must elect at least 90 days prior to the initial expiry
         date:

         i)    To purchase the equipment at the greater of the fair market value
               and 10% of the lessor's capitalized cost; or

         ii)   To extend the lease for five months at the same monthly payment
               amount and purchase the equipment at 2% of the lessor's
               capitalized cost; or

         iii)  The lease will be automatically extended for an additional twelve
               months at the same monthly payment.

         Management has indicated its intention to buy-out the leases at 10% of
         the lessor's capitalized cost at the termination of each lease. The
         estimated buy-out amount has been included in the capital lease
         obligation.

         Title to the equipment remains with the lessor during the term of the
         lease. The leases are guaranteed by the former shareholder of Spectrum
         and the former shareholder's spouse.

     c)  Newcourt Leasing Corp. Lease

         The company must elect at least 60 days prior to the expiration of the
         lease term to purchase the equipment at the end of the lease term for
         $1. Title to the equipment remains with the lessor during the term of
         the lease.

     d)  Bankvest Capital Corp. Lease

         The company must elect at least 60 days prior to the expiration of the
         lease term to purchase the equipment at the end of the lease term for
         $1. Title to the equipment remains with the lessor during the term of
         the lease. The lease is guaranteed by the former shareholder of
         Spectrum.

     e)  Copelco Capital, Inc. Lease

         The company must elect at least 90 days prior to the expiration of the
         lease term to return the equipment or purchase the equipment at the end
         of the lease term at its fair market value. Title to the equipment
         remains with the lessor during the term of the lease.

     f)  Scheduled annual lease payments on the capital leases are as follows:

<Table>
<S>                                     <C>
Period to 30 September 2002             $   714,506
Period to 30 September 2003                 485,525
Period to 30 September 2004                 397,395
Period to 30 September 2005                 118,428
                                        -----------
                                          1,715,854
Less: Interest included in payments        (372,579)
                                        -----------
Balance - 30 September 2001             $ 1,343,275
                                        -----------
</Table>

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


                                       17
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

10.  SHARE CAPITAL

     a)  STOCK OPTION PLAN

         The company has a stock option plan, which covers its officers and
         directors. The options are granted for varying terms ranging from three
         to five years. Options granted prior to 30 June 1998, were immediately
         vested upon grant. Options granted subsequent to 30 June 1998, vest
         over the term of the option. The following is a schedule of the
         activity pursuant to this stock option plan:

<Table>
<Caption>
                                        Number of            Price per Share
                                          Shares                 (CDN $)         Expiration Date
                                        ---------            ---------------     ---------------
<S>                                     <C>                  <C>                 <C>
Balance - 30 June 2000                   1,300,000           $1.25 to $2.05
    Options granted                         50,000               $ 1.25          2 August 2005
    Options granted                 (i)    200,000               $ 2.39          19 January 2006
    Options granted                         75,000               $ 3.25          14 May 2006
    Options exercised                     (280,000)              $ 1.25          22 August 2002
    Options exercised                      (15,000)              $ 2.05          15 October 2001
    Options exercised                      (50,000)              $ 1.49          17 December 2002
    Options expired                        (75,000)              $ 1.25          2 August 2005
    Options expired                        (50,000)              $ 2.05          15 October 2001
                                         ---------

Balance - 30 June 2001                   1,155,000           $1.25 to $3.25      15 October 2001 to
                                                                                 14 May 2006
    Options granted                        200,000               $ 1.74          7 August 2006
    Options expired                        (50,000)              $ 1.25          22 August 2002
                                         ---------

Balance - 30 September 2001              1,305,000           $1.25 to $3.25      15 October 2001 to
                                         ---------                               14 May 2006
</Table>

         (i)  Subject to a vesting provision which allows for 100,000 of the
              options to be exercisable on 19 January 2002 and the balance on 19
              January 2003. Exclusive of these options, which were not
              exercisable at 30 September 2001, the weighted-average exercise
              price was $1.60 and the weighted-average remaining contractual
              life was 1.86 years.

         A summary of the options outstanding at 30 September 2001 is as
follows:

<Table>
<Caption>
   Number of
    Shares               Price per Share (CDN $)             Expiration Date
   ---------             -----------------------             ---------------
<S>                      <C>                               <C>
     640,000                     $ 1.25                    22 August 2002
      50,000                     $ 1.69                    7 February 2005
     140,000                     $ 2.05                    15 October 2001 (ii)
     200,000                     $ 2.39                    19 January 2006
      75,000                     $ 3.25                    14 May 2006
     200,000                     $ 1.74                    7 August 2006
  ----------
   1,305,000
  ----------
</Table>

         At 30 September 2001, the weighed-average exercise price was $1.94 and
         the weighted-average remaining contractual life was 2.53 years.

         (ii) Expired subsequent to 30 September 2001.


                                       18
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

10.  SHARE CAPITAL - Continued

     b)  STOCK PURCHASE WARRANTS

         The following is a schedule of the activity pursuant to stock purchase
         warrants:

<Table>
<Caption>
                                          Number of        Price per Share
                                            Shares            (CDN $)          Expiration Date
                                          ---------        ---------------     ---------------
<S>                                       <C>              <C>                 <C>
Balance - 30 June 2000                      166,667             $ 1.88         31 March 2001
Warrants exercised                         (166,667)            $ 1.88         31 March 2001
Warrants granted                            600,000             $ 3.00         15 March 2006
Warrants granted                            100,000             $ 3.00         3 May 2006
                                           --------
                                                                               15 March 2006 to
Balance - 30 June 2001                      700,000             $ 3.00         3 May 2006
Warrants granted                            250,000             $ 1.74         3 August 2006
                                           --------
                                                                               15 March 2006 to

Balance - 30 September 2001                 950,000          $1.74 to $3.00    3 August 2006
                                           --------
</Table>

     c)  ESCROW SHARES

         Related to the acquisition of Spectrum (Note 2), there are 500,000
         shares held in escrow until 27 September 2002. The shares are in escrow
         to provide security to the company against claims against the vendor of
         Spectrum, if any, for any breach of representations and warranties
         under the share purchase agreement.

     d)  ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES

         Under U.S. GAAP, Statement of Financial Accounting Standards No. 123
         (SFAS No. 123), "Accounting for Stock-Based Compensation", establishes
         financial accounting and reporting standards for stock-based employee
         compensation plans. The statement encourages all entities to adopt a
         fair value based method of accounting, but allows an entity to continue
         to measure compensation cost for those plans using the intrinsic value
         based method of accounting prescribed by APB Opinion No. 25,
         "Accounting for Stock Issued to Employees." The disclosure only
         provisions of SFAS No. 123 are as follows:

<Table>
<Caption>
                                                      30 SEPTEMBER   30 September
                                                           2001          2000
                                                      ------------   ------------
<S>                                                   <C>            <C>
Net loss U.S. basis
     As reported                                       $3,533,595     $666,964
     Pro forma                                         $3,754,003     $710,279
Net loss per share U.S. basis - Basic
     As reported                                       $     0.17     $   0.03
     Pro forma                                         $     0.18     $   0.04
Net loss per share U.S. basis - Fully diluted
     As reported                                       $      N/A     $    N/A
     Pro forma                                         $      N/A     $    N/A
</Table>

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions:

<Table>
<Caption>
                                      30 SEPTEMBER          30 September
                                          2001                  2000
                                      ------------          ------------
<S>                                   <C>                   <C>
Expected dividend yield                    0.00%                  0.00%
Expected stock price volatility           93.09%                 82.97%
Risk-free interest rate                    5.00%                  5.00%
Expected life of options                2 YEARS                2 years
</Table>

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

                                       19
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

11.  INCOME TAXES

     a)  The company has unclaimed investment tax credits, for Canadian tax
         purposes, arising from its research and development activities in the
         amount of $317,000 which may be carried forward to be applied against
         future federal taxes payable. The future tax benefit, if any, of the
         tax credits has not been recognized in the accounts and expire as
         follows:

<Table>
<S>                        <C>
        2002               $103,000
        2004                 34,000
        2005                 63,000
        2006                117,000
                           --------
                           $317,000
                           --------
</Table>

     b)  As at 30 September 2001, the company has tax losses, for Canadian tax
         purposes, of approximately $1,223,000, which may be carried forward, to
         be applied against future taxable income. The future benefit, if any,
         of these tax losses have not been recognized in the accounts of the
         company and expire as to $71,000 in 2007, $1,046,000 in 2008 and
         $106,000 in 2009.

     c)  As at 30 September 2001, the company's subsidiary has tax losses, for
         U.S. tax purposes, of approximately $11,060,000, which may be carried
         forward, to be applied against future taxable income. The future
         benefit, if any, of these tax losses have not been recognized in the
         accounts of the company and expire as to $170,000 in 2010, $7,447,000
         in 2021 and $3,443,000 in 2022.

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

12.  COMMITMENTS

     a)  By way of an employment agreement, the company has secured the services
         of a key employee of Spectrum for an initial term, which expires 31
         December 2002. The contract contains fixed annual compensation of
         $144,000 per annum for the initial twelve months of the agreement. The
         contract renews automatically for successive one-year terms unless
         either party gives the required 30-days notice prior to the expiration
         of the contract term.

     b)  By way of employment agreements, the company has secured the services
         of two key employees of Spectrum to 31 December 2001. The contracts
         contain fixed annual compensation totaling $140,000 per annum and are
         automatically renewed for successive one-year terms unless either party
         gives the required 30-days notice prior to the expiration of the
         contract term.

     c)  By an agreement dated 19 January 2001, the company has secured the
         services of a key employee for an initial term of two years. The
         contract contains fixed annual compensation of $120,000 per year and is
         automatically renewed for successive two-year terms unless either party
         gives the required 30-days notice prior to the expiration of the
         contract term.

         The key employee was also granted 200,000 stock options at CDN $2.39
         per share, which vest at 100,000 one year from the effective date and
         100,000 two years from the effective date.

                                       20
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

12.  COMMITMENTS - Continued

     d)  Under the terms of a lease agreement dated 8 December 1998, the company
         is committed to minimum annual lease payments which increase from CDN
         $25,529 in the first year to CDN $35,741 by the final year, plus its
         share of common area costs. The lease is for a five-year term to 30
         April 2004 representing a minimum lease commitment of:

<Table>
<Caption>
                                 CDN $
                                -------
<S>                             <C>
Period to 30 September 2002     $34,580
Period to 30 September 2003      37,364
Period to 30 September 2004      25,992
                                -------
                                $97,936
                                -------
</Table>

     e)  By an agreement dated 26 September 2000, the company's United States
         subsidiary has agreed to lease 26,100 square feet of general office and
         warehouse space in McKinney, Texas, for five years from 1 October 2000.
         The annual lease amount of $220,548 represents a minimum lease
         commitment of:

<Table>
<S>                             <C>
Period to 30 September 2002     $220,548
Period to 30 September 2003      220,548
Period to 30 September 2004      220,548
Period to 30 September 2005      220,548
                                --------
                                $882,192
                                --------
</Table>

     f)  Under the terms of a production space lease agreement dated 6 June
         1998, Spectrum is committed to minimum annual lease payments which
         increase from $23,280 in the first year to $25,440 by the final year,
         plus its share of common area costs. The lease is for a four-year term
         to 1 June 2002 representing a minimum lease commitment of $19,080 for
         the period to 30 September 2002.

     g)  Under the terms of a production space lease agreement dated 23 December
         1999, Spectrum is committed to minimum annual lease payments which
         commenced at $55,296 per annum. The lease provides for annual increases
         based on the consumer price index for San Francisco, with a minimum
         increase of 3% and a maximum increase of 5% per annum, plus its share
         of common area costs. The lease is for a five-year term to 31 December
         2004 representing a minimum lease commitment of:

<Table>
<S>                             <C>
Period to 30 September 2002     $ 58,239
Period to 30 September 2003       59,982
Period to 30 September 2004       61,779
Period to 30 September 2005       15,558
                                --------
                                $195,558
                                --------
</Table>

                                       21
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

12.  COMMITMENTS - Continued

     h)  By an agreement dated 19 June 2001 and subsequently amended, the
         company contracted Diebold to manufacture certain election equipment
         related to a specific sales agreement to be completed in the 2002
         fiscal year. The contract requires the following payments:

<Table>
<S>                                                    <C>
By 31 July 2001 (i)                                    $  598,500
By 31 August 2001 (i)                                     420,150
By 30 September 2001 or the delivery date of goods      1,161,250
                                                       ----------
Total                                                  $2,179,900
                                                       ----------
</Table>

         (i)  The agreement allows the company to defer these payments to the
              earlier of 30 September 2001 or the delivery date of the goods.
              The payments have yet to be made and the company has not yet
              requested deferral of these payments.

         The company granted Diebold a license to the company's operating system
         including any other software, computer programs, manuals, documentation
         and various information and intellectual property rights associated
         with the products. The license is for 75 years and is intended to allow
         Diebold to perform its responsibilities related to the agreement.
         Should the company breach the contract, through failure to pay or
         failure to warrant and indemnify Diebold against third party claims of
         intellectual property rights infringement, then all limitations on
         Diebold's ability to use the license are terminated.

         The company has granted Diebold a security interest in all inventory,
         equipment and goods including embedded and non-embedded software
         manufactured by or distributed by Diebold.

         Diebold has been granted an option to purchase common shares of the
         company, contingent upon the company failing to pay amounts owing from
         the agreement within 30 days of their due dates. The option would allow
         Diebold to acquire 115% of the value of the missed payment at 85% of
         the average of the 3 lowest closing prices during the 10 days prior to
         Diebold giving notice of its intention to exercise its option.

         On 26 October 2001, the shareholders by ordinary resolution, approved
         the issuance of up to 4,500,000 common shares should Diebold exercise
         its contingent option to convert the payables under the manufacturing
         agreement into common shares.

     i)  By an agreement dated 28 February 2001, the company retained the
         services of J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard") as exclusive
         financial advisor to pursue and recommend alternatives to enhance
         shareholder value on behalf of the company for the purpose of effecting
         a financing, recapitalization or change of control transaction. The
         agreement is for two years to 28 February 2003 and may be terminated on
         30-days notice by either party. Hilliard will be entitled to a
         transaction fee equal to the greater of $300,000 and 5% of any equity
         financing plus 4% of any subordinated debt plus 1.5% of any senior debt
         for any financing or recapitalization transaction. Hilliard will be
         entitled to a transaction fee equal to 1.5% of the aggregate value of
         any change of control transaction. If a transaction is completed within
         one year after the expiration or election of expiration of the
         agreement then Hilliard will receive the full transaction fee.

         By an agreement dated 29 June 2001, the parties agreed to cap the
         maximum transaction fee payable to Hilliard at $625,000.

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


                                       22
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

13.  SALES AND OPERATING INCOME

     Details of sales and operating income generated from customers which
     individually account for approximately 10% or more of that year's
     consolidated sales and operating income are as follows:

<Table>
<Caption>
                                                               30 SEPTEMBER    30 September
                                                                   2001            2000
                                                               ------------    ------------
<S>                                                            <C>             <C>
Number of Large Customers                                                1               1
                                                                ----------      ----------
Amount of Sales to Large Customers                              $  488,848      $  558,115
                                                                ----------      ----------
Total Consolidated Sales and Operating Income                   $2,474,055      $3,479,245
                                                                ----------      ----------
Total Percentage of Consolidated Sales and Operating Income
    Generated from Large Customers                                    19.8%           16.0%
                                                                ----------      ----------
</Table>

     Due to the nature of the company's business, large sales to individual
     customers are generated on a non-recurring basis. As a result, the company
     is not dependent on any single customer or small group of customers such
     that the loss of any of these would have a material adverse effect on the
     future results of the company.

     In the current period, with the acquisition of Spectrum (Note 2), the
     company has acquired certain election related printing contracts which are
     expected to produce recurring business for the company. In the current
     period, one such customer accounted for $488,848 of the company's
     consolidated sales and operating income. Management believes that as it
     expands this area of its business, its dependency on this customer will be
     reduced and the loss of such a customer would not have a material adverse
     effect on the future results of the company.

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

14.  RELATED PARTY TRANSACTIONS

     In addition to items disclosed elsewhere in these consolidated financial
     statements, the company conducted the following transactions with related
     parties:

     a)  EXPENDITURES

         Details are as follows:

<Table>
<Caption>
                                                                   30 SEPTEMBER  30 September
                                                                       2001         2000
                                                                   ------------  ------------
<S>                                                                <C>           <C>
Paid/accrued salaries and fees to officers and directors             $319,928     $249,512
Paid/accrued election support, promotion,  marketing and project
    management fees to a company with a director in common             34,136       28,443
                                                                     --------     --------
                                                                     $354,064     $277,955
                                                                     --------     --------
</Table>

     b)  At 30 September 2001, $158,889 remained payable for election support,
         promotion, marketing and project management fees to a company with a
         director in common.

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


                                       23
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

15.  SEGMENT INFORMATION

     The company operated in only one industry segment in Canada and the United
States as follows:

<Table>
<Caption>
                                   CANADA         UNITED STATES    ELIMINATION       CONSOLIDATION
                                ------------      -------------    ------------      -------------
                                30 SEPTEMBER      30 SEPTEMBER     30 SEPTEMBER      30 SEPTEMBER
                                    2001              2001              2001             2001
                                ------------      -------------    ------------      -------------
<S>                             <C>               <C>              <C>               <C>
Sales to customers              $   302,545       $ 2,171,510      $        --       $ 2,474,055
Sales between the segments           63,566                --          (63,566)               --
                                -----------       -----------      -----------       -----------
Total sales revenue             $   366,111       $ 2,171,510      $   (63,566)      $ 2,474,055
                                -----------       -----------      -----------       -----------
Operating profits               $   412,600       $   808,332      $        --       $ 1,220,932
                                -----------       -----------      -----------
General corporate expenses                                                            (4,382,249)
Interest                                                                                (372,278)
                                                                                     -----------
Net income (loss)                                                                    $(3,533,595)
                                -----------       -----------      -----------       -----------
Identifiable assets             $   723,164       $15,822,913      $   161,889       $16,707,966
                                -----------       -----------      -----------       -----------
Capital expenditures            $     2,320       $     9,685      $        --       $    12,005
                                -----------       -----------      -----------       -----------
Amortization of capital
  assets                        $     3,630       $   210,478      $        --       $   214,108
                                -----------       -----------      -----------       -----------
</Table>

<Table>
<Caption>
                                 Canada        United States   Elimination      Consolidation
                              ------------     -------------   ------------     -------------
                              30 September     30 September    30 September     30 September
                                   2000             2000            2000             2000
                              ------------     -------------   ------------     -------------
<S>                           <C>              <C>             <C>              <C>
Sales to customers             $   583,615      $ 2,895,630     $        --      $ 3,479,245
Sales between the segments          34,370          711,456        (745,826)              --
                               -----------      -----------     -----------      -----------
Total sales revenue            $   617,985      $ 3,607,086     $  (745,826)     $ 3,479,245
                               -----------      -----------     -----------      -----------
Operating profits              $   280,283      $ 1,429,949     $        --      $ 1,710,232
                               -----------      -----------     -----------
General corporate expenses                                                        (2,448,899)
Interest                                                                            (194,776)
Income taxes                                                                          (5,521)
Future income taxes                                                                  272,000
                                                                                 -----------
Net income (loss)                                                                $  (666,964)
                               -----------      -----------     -----------      -----------
Identifiable assets            $ 2,430,995      $20,527,090     $   210,174      $23,168,259
                               -----------      -----------     -----------      -----------
Capital expenditures           $       216      $ 2,407,856     $        --      $ 2,408,072
                               -----------      -----------     -----------      -----------
Amortization of capital
  assets                       $     4,609      $   166,964     $        --      $   171,573
                               -----------      -----------     -----------      -----------
</Table>

     During the periods ended 30 September 2001 and 2000, the company's U.S.
     segment conducted sales with individual customers in excess of 10% of sales
     as described in Note 13.

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


                                       24
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

16.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES

     These consolidated financial statements are prepared in accordance with
     accounting principles generally accepted in the United States. Any
     differences in Canadian accounting principles as they pertain to the
     accompanying consolidated financial statements are not material except as
     follows:

     a)  COMPENSATION EXPENSE

         Under accounting principles generally accepted in the United States,
         there is a compensation expense associated with the release of escrowed
         shares of the company, as those shares become eligible for release. No
         compensation expense is applied under accounting principles generally
         accepted in Canada.

     b)  DEFERRED COSTS

         Under accounting principles generally accepted in the United States,
         expenditures related to research and development projects are expensed
         in the period incurred. Under accounting principles generally accepted
         in Canada, research expenditures are expensed as incurred and
         development expenses, which meet certain prescribed criteria, may be
         deferred and amortized against future income. During the prior fiscal
         year, the deferred costs for Canadian purposes were written-off as the
         prescribed criteria were not met.

     c)  AMORTIZATION OF ASSETS UNDER CAPITAL LEASE

         Under accounting principles generally accepted in the United States,
         amortization of assets under capital leases, where there is no bargain
         purchase option or confirmed transfer of the asset to the lessor at the
         end of the lease term, is determined on a straight-line basis over the
         term of the lease. Under accounting principles generally accepted in
         Canada, such assets may be amortized over their estimated useful life.



                                       25
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

16.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES - Continued

     d)  FINANCIAL STATEMENT RECONCILIATION

<Table>
<Caption>
                                                                     30 SEPTEMBER       30 September
                                                                          2001               2000
                                                                     -------------      ------------
<S>                                                                  <C>                <C>
i)     Deferred costs - U.S. basis                                   $         --       $         --
       Add: Deferred costs capitalized - current year                          --            707,868
                                                                     ------------       ------------
       Deferred costs - Canadian basis                               $         --       $    707,868
                                                                     ------------       ------------
ii)    Capital assets - U.S. basis                                   $  2,162,189       $  2,776,792
       Add: Reduced amortization of assets under capital leases           298,967             69,779
                                                                     ------------       ------------
       Capital assets - Canadian basis                               $  2,461,156       $  2,846,571
                                                                     ------------       ------------
iii)   Share capital - U.S. basis                                    $ 14,992,683       $ 14,534,991
       Less:  Escrow share compensation expense - prior years          (3,194,621)        (3,194,621)
                                                                     ------------       ------------
       Share capital - Canadian basis                                $ 11,798,062       $ 11,340,370
                                                                     ------------       ------------
iv)    Deficit - U.S. basis                                          $(15,108,612)      $ (1,986,280)
       Add: Deferred costs capitalized - current year                          --            707,868
       Add: Reduced amortization of assets under capital lease            298,967             69,779
       Add: Escrow share compensation expense - prior years             3,194,621          3,194,621
                                                                     ------------       ------------
       Retained earnings (Deficit) - Canadian basis                  $(11,615,024)      $  1,985,988
                                                                     ------------       ------------
v)     Loss for the year - U.S. basis                                $ (3,533,595)      $   (666,964)
       Add: Deferred costs - Canadian basis - written-off in
           current year                                                        --            120,016
       Add: Reduced amortization of assets under capital lease             71,307             69,779
                                                                     ------------       ------------
       Loss for the year - Canadian basis                            $ (3,462,288)      $   (477,169)
                                                                     ------------       ------------
</Table>


                                       26
<PAGE>

GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

16.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES - Continued

     d)  FINANCIAL STATEMENT RECONCILIATION - Continued

         vi)  Canadian GAAP consolidated statement of shareholders' equity

<Table>
<Caption>
                                                                                       Retained
                                                          Common Shares                Earnings
                                                     Shares            Amount          (Deficit)            Total
                                                  ------------      ------------      ------------       ------------
<S>                                               <C>               <C>               <C>                <C>
Balance - 30 June 2000 - Canadian basis             18,583,673      $ 10,217,262      $  2,463,157       $ 12,680,419
  Issuance  of shares on exercise of options
     ($0.87 per share)                                  50,000            42,174                --             42,174
  Issuance of shares on acquisition of
     subsidy ($0.68 per share)                       1,600,000         1,080,934                --          1,080,934
  Net loss for the period                                   --                --          (477,169)          (477,169)
                                                  ------------      ------------      ------------       ------------
Balance - 30 September 2000 - Canadian basis        20,233,673      $ 11,340,370      $  1,985,988       $ 13,326,358
                                                  ------------      ------------      ------------       ------------
Balance - 30 June 2001 - Canadian basis             20,695,340      $ 11,798,062      $ (8,152,736)      $  3,645,326
  Net loss for the period                                   --                --        (3,462,288)        (3,462,288)
                                                  ------------      ------------      ------------       ------------
Balance - 30 September 2001 - Canadian basis        20,695,340      $ 11,798,062      $(11,615,024)      $    183,038
                                                  ------------      ------------      ------------       ------------
</Table>

     e)  EARNINGS (LOSS) PER SHARE

<Table>
<Caption>
                                                                  30 SEPTEMBER       30 September
                                                                      2001               2000
                                                                  ------------       ------------
<S>                                                               <C>                <C>
Weighted average number of common shares outstanding
    - Basic                                                         20,695,340         19,731,892
Add:  Dilutive stock options and warrants                                  N/A               N/A
                                                                  ------------       ------------
Weighted average number of common shares outstanding
    - Fully diluted                                                 20,695,340         19,731,892
                                                                  ------------       ------------
Loss for the year - Canadian basis                                $  3,462,288       $    477,169
                                                                  ------------       ------------

Basic and fully diluted earnings (loss) per share - Canadian
    basis
    - Basic                                                       $      (0.17)      $      (0.02)
                                                                  ------------       ------------
    - Fully diluted                                               $        N/A       $        N/A
                                                                  ------------       ------------
</Table>

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

                                       27
<PAGE>


GLOBAL ELECTION SYSTEMS INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 SEPTEMBER 2001
U.S. Funds
Prepared Without Audit

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

17.  CONTINGENCIES

     a)  The company is aware of a claim for the alleged breach of an agreement,
         which has been filed in the State of Michigan. The claimant has
         estimated damages, including training costs and lost profits in excess
         of $1,000,000.

         The company is confident that it will prevail in the dispute and
         intends to vigorously defend itself.

         The outcome of this dispute and the amount of damages, if any, cannot
         be reasonably determined at this time. No provision for loss has been
         provided in these financial statements.

     b)  The company is aware of a claim for alleged misrepresentations and the
         alleged breach of certain commitments. The claimant seeks the company
         to purchase 63,275 shares of the company from the claimant in the
         amount of approximately $127,000.

         The company is confident that it will prevail in the dispute and
         intends to vigorously defend itself.

         The outcome of this dispute and the amount of damages, if any, cannot
         be reasonably determined at this time. No provision for loss has been
         provided in these financial statements.

     c)  The company is aware of a potential claim for penalties pursuant to a
         clause in a specific sales contract. Management has estimated the
         maximum claim at approximately $350,000.

         At this time no specific claim has been made or threatened. The company
         is confident that it would prevail should such a dispute be initiated
         and would vigorously defend itself.

         The outcome of this dispute and the amount of damages, if any, cannot
         be reasonably determined at this time. No provision for loss has been
         provided in these financial statements.

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

18.  SUBSEQUENT EVENTS

     The shareholders of the company, at an extraordinary general meeting held
     on 26 October 2001, approved an agreement dated 10 September 2001, whereby
     Diebold would acquire 100% of the issued and outstanding shares of the
     company at approximately $1.135 per share in a combination of Diebold
     common stock and cash. The Diebold common stock would be exchanged for the
     company's common stock by dividing 0.908 by the 10-day weighted average
     trading price of Diebold's common shares. The exchange ratio shall not be
     less than 0.02421 or greater than 0.03027 per company share. The cash
     consideration would be $0.227 per company share.

     Should the company fail to meet certain other conditions precedent to the
     deal, then Diebold would be entitled to a break-up fee of $1,000,000 plus
     all transaction costs and expenses incurred by Diebold in connection with
     the agreements and their due diligence procedures.

     Should the deal not be consummated, and another deal were to occur within
     an 18 month period, then Diebold would be granted an option to purchase up
     to 10% of the company's then issued and outstanding shares at $1.135 per
     share.

     Upon closing, the agreement will result in the company becoming a
     wholly-owned subsidiary of Diebold and the company's shares will be
     de-listed from the Toronto and American Stock Exchanges.

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

                                       28
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.


         The discussion and analysis of the operating results and the financial
position of Global should be read in conjunction with Global's Interim
Consolidated Financial Statements and the Notes thereto. The financial
statements have been prepared in United States dollars in accordance with United
States generally accepted accounting principles ("GAAP"). Unless otherwise
noted, the dollar amounts set forth in this report are represented in U.S.
dollars. See Note 16 of the Notes to Global's Consolidated Financial Statements
for an explanation of differences between United States GAAP and Canadian GAAP.

         The U.S. election of November 2000 had a significant and disruptive
impact on the election industry and the Company's results of operation and
financial position. Difficulties experienced with accuracy and verifiability,
particularly with punch-card systems, generated unprecedented opportunities for
producers of electronic election systems, including Global. However, counties
delayed making buying decisions for many months hoping to receive federal or
state funding assistance in replacing old election systems.

         The decrease in expected sales and the resulting delays in cash flow
effectively exhausted Global's cash resources. Normal lag time between winning
the contract, contract funding, and manufacture and delivery of finished
products (the time Global records revenue) will delay any meaningful revenue
from current activities until sometime in the first or second quarter of
calendar 2002. Due to the gridlock in buying decisions by the counties and
Global's cash position, the future operations of Global as an independent entity
are in question. Since the first quarter of calendar 2001, Global's financial
statements have included a qualification concerning Global's ability to continue
as a going concern. Without an acquisition by a financially stronger entity or
an infusion of substantial capital, Global will be unable to continue
operations.

         On October 26, 2001, at an Extraordinary General Meeting of
Shareholders of Global, Global's shareholders voted to approve a Plan of
Arrangement with Diebold, Incorporated ("Diebold"). The Arrangement will result
in Global becoming a wholly-owned subsidiary of Diebold. The closing of the
transaction is expected to occur during the fourth quarter of calendar year
2001. For more information on Diebold's acquisition of Global, please refer to
"Business - Pending Acquisition" and the Management Information Circular
included as Exhibit 99.1 to Global's Current Report on Form 8-K filed with the
SEC on September 26, 2001, which is incorporated by reference herein.

         Certain of the information discussed in this Form 10-QSB contains
forward-looking statements regarding future events or the future financial
performance of Global


                                       29

<PAGE>

and is subject to a number of risks and other factors which could cause the
actual results to differ materially from those contained in any forward-looking
statements. Among those factors are: uncertainties as to Global's ability to
continue as a going concern; expectations that the acquisition by Diebold will
be consummated and, once consummated, will result in strategic benefits and/or
market value increases; customer acceptance and demand for Global's products;
Global's overall ability to design, test and introduce new products on a timely
basis; Global's failure to obtain certification for its products; the nature of
the markets addressed by Global's products; and the interaction with
governmental entities in the United States which purchase Global's products.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000.

         Sales and Operating Income.

                  Sales and other income for the three months ended September
         30, 2001 decreased $1,007,000, or 28.8%, to $2,484,000 from $3,491,000
         for the three months ended September 30, 2000. Following the U.S.
         national election in November 2000, the resulting debate concerning
         election systems and the possibility of national or state funds to
         assist local counties in purchasing new equipment have significantly
         delayed sales. Since November 2000, the Company knows of only a few
         jurisdictions where sales of new units have been consummated in excess
         of $1,000,000.

         Cost of Sales and Operating Expenses.

                  Cost of sales and operating expenses for the three months
         ended September 30, 2001 decreased $518,000, or 29.1%, to $1,263,000
         from $1,781,000 for the three months ended September 30, 2000. The cost
         of sales and operating expenses decreased for the three months ended
         September 30, 2001 due to the decrease in sales and operating income
         for the same period. Cost of sales and operating expenses in relation
         to sales have remained relatively unchanged between the three month
         periods in 2001 and 2000 at 50.8% of sales in 2001 and 51.0% in 2000.

         Selling, Administrative and General Expenses.

                  Selling, administrative and general expenses for the three
         months ended September 30, 2001 increased $628,000, or 31.0%, to
         $2,651,000 from $2,023,000 for the three months ended September 30,
         2000. Of the increase in selling, administrative and general expenses,
         $494,000 is attributable to professional services primarily related to
         the arrangement transaction with Diebold. The remainder of the increase
         was due largely to an increase in manpower and associated costs in the
         sales, field support and administrative areas required to support
         anticipated growth.



                                       30
<PAGE>

         Research and Development Expenses.

                  Research and development expenses increased by $1,213,000, or
         872.7%, to $1,352,000 for the three months ended September 30, 2001
         from $139,000 for the three months ended September 30, 2000. Of the
         increase, $1,180,000 is due to expenditures relating to the development
         of our touch screen technology that was not undertaken in the first
         three months of fiscal 2000. Global continues to fund research and
         development in order to offer cutting-edge products to the market
         place.

         Amortization.

                  Amortization for the three months ended September 30, 2001
         increased $92,000, or 32.1%, to $379,000 from $287,000 from the three
         months ended September 30, 2000. The increase was attributable to the
         amortization of the purchase price of Spectrum Print & Mail Services,
         Ltd. ("Spectrum"), which was acquired in August 2000. For the three
         month period ended September 30, 2001, Global expensed three months of
         amortization expenses relating to Spectrum; whereas for the three month
         period ended September 30, 2000, Global expensed one and one-half
         months of amortization expenses related to Spectrum.

         Interest.

                  Interest expense for the three months ended September 30, 2001
         increased $177,000, or 90.8%, to $372,000 from $195,000 for the three
         months ended September 30, 2000. This increase is based on the increase
         in the amount of borrowings by Global as compared to a year ago.

         Taxes.

                  The net recovery of taxes decreased by $266,000, or 100.0%,
         for the three months ended September 30, 2001 to $0 from $266,000 for
         the three months ended September 30, 2000. For the three months ended
         September 30, 2000, Global booked recoverable taxes of $272,000 based
         upon the outlook at the time. Reflecting concerns about Global's
         ability to continue normal operations, Global did not record
         approximately $1,200,000 of additional income tax recovery in
         accordance with United States GAAP for the first fiscal quarter of this
         fiscal year.

         Loss Per Share.

                  Global's loss for the first the first quarter ended September
         30, 2001 was $3,534,000, or $(0.17), per share compared to a loss of
         $667,000, or $(0.03) per share, for the same period in the previous
         year. The decrease in earnings per share for the 2001 fiscal period as
         compared to the 2000 fiscal period was due to a decrease in sales,
         increases in administrative and general expense, research and
         development expense, and amortization and interest expense, partially
         offset by decreases in cost of sales and operating expenses.




                                       31
<PAGE>




         LIQUIDITY AND CAPITAL RESOURCES.

                  Global uses a combination of internally generated funds and
         borrowings to finance its working capital requirements, capital
         expenses and operations. During the period ended September 30, 2001,
         Global generated most of its funding through debt financing.

                  At September 30, 2001, Global's cash totaled $1,229,000, an
         increase of $74,000 from June 30, 2001. Accounts and contracts
         receivable increased to $4,321,000 at September 30, 2001, an increase
         of $5,000 from June 30, 2001. Due to the nature of Global's business,
         the timing of payments on large contracts may vary significantly, and
         cause significant variances from period to period in the mix of cash,
         other liquid funds, accounts receivable and contracts receivable.
         Inventory figures may vary significantly, depending upon delivery dates
         for voting systems. At September 30, 2001, inventory amounted to
         $5,534,000, a decrease of $75,000 from June 30, 2001.

                  Global has contractual arrangements with customers whereby
         credit terms may be extended for the amounts due for voting systems. At
         September 30, 2001, agreements receivable less current portion amounted
         to $345,000, an increase of $1,000 from June 30, 2001. These agreements
         are repaid at varying terms and with varying interest rates determined
         on a case-by-case basis. Historically, Global has not experienced any
         default in connection with payments due from customers.

                  As of September 30, 2001, Global had five loans outstanding as
         follows:

                  Compass Bank, Albuquerque, New Mexico. A note in the amount of
         $546,200 is secured by a $1,325,000 receivable. This loan bears
         interest at Compass Bank of Albuquerque Prime Rate plus 1% and is due
         December 8, 2001. Global has paid $250,000 leaving a remaining current
         balance of $296,200 at September 30, 2001.

                  Hibernia National Bank, McKinney, Texas. A line of credit in
         the amount of $3,000,000 ($999,443 outstanding as of September 30,
         2001) is secured by a blanket assignment of accounts receivable. On
         October 31, 2001, the note became due and the company was notified by
         Hibernia on November 1, 2001 of the bank's demand for payment in full.
         The current outstanding balance is $2,588,064.

                  Mrs. Deborah M. Dean. A promissory note payable to Mrs.
         Deborah M. Dean in the amount of $1,000,000 is unsecured and is
         non-interest bearing. Global failed to make the payment of $333,334 due
         on September 29, 2001. Additional payments of $333,333 are due on each
         of September 29, 2002 and September 29, 2003. As a result of the
         failure to pay the September 29, 2001 payment, the outstanding loan
         balance accrues interest at a default interest rate equal to U.S. Bank
         prime, which is presently 5.5% per annum. Global has received a letter
         from Mrs. Dean alleging default of the loan and demanding repayment of
         the entire loan amount. To recognize the interest component, the
         promissory note was discounted by $219,583. As of September 30, 2001,
         the discounted value of the promissory note was $933,912. See Note 8c
         of the Notes to Global's Interim Consolidated Financial Statements for
         further details.

                  Jones, Gable & Company, Limited. A promissory note in the
         amount of $2,098,333, bearing interest at 10% per annum (18% for past
         due amounts), is secured by




                                       32
<PAGE>


         the inventory of Global and guarantees from the Global Election
         Systems, Inc., Global's U.S. subsidiary ("Global USA") and one of
         Global's directors. Prepayments are required as to 10% of collected
         sales by the Company and 10% of any proceeds from the issuance of any
         debt or equity securities in excess of $7,000,000. The lender was
         granted a warrant to purchase 600,000 shares of Global's common stock
         and the director who guaranteed the loan was granted a warrant to
         purchase 100,000 shares of Global's common stock. As of November 16,
         2001 the principal balance outstanding was $1,938,771, a principal
         payment in the amount of $408,965 was past due, which Jones Gable has
         demanded. Remaining payments are due $844,667 by December 15, 2001 and
         the balance by March 15, 2002.

                  Diebold, Incorporated. The Company entered into a bridge loan
         agreement with Diebold, dated June 29, 2001, as amended August 3, 2001,
         for $5,000,000 with interest at 12% per annum and repayable 180 days
         from the dates of advance. The first advance of $1,550,000, less
         origination fee and lender expenses of $350,000, was received July 5,
         2001. The second and final advance in the amount of $3,450,000, less
         lender expenses, was received by the Company on August 3, 2001.

                  Diebold may elect, at any time upon 2 days notice, to convert
         any portion of the unpaid loan amount into Global's common stock.
         Diebold is not entitled to convert unpaid loan amounts into common
         stock of Global such that more than 19.9% of the total issued and
         outstanding shares of Global may be so issued, without prior
         shareholder approval. The conversion price is the lesser of $1.135 or
         85% of the per-share fair market value of Global's common shares based
         upon the average closing price for the 10 days prior to the conversion.

                  Global may prepay the loan at any time prior to maturity at
         the higher of 145% of the unpaid principal plus accrued interest or
         145% of the conversion rights with respect to the unpaid principal plus
         accrued interest.

                  Global shall prepay the loan at the higher of 145% of the
         unpaid principal plus accrued interest or 145% of the conversion rights
         with respect to the unpaid principal plus accrued interest upon Global
         entering into an agreement with a third party for the acquisition of
         Global.

                  Diebold was also granted a warrant to purchase 250,000 shares
         of Global's common stock at an exercise price of $1.135. The warrant
         expires on August 3, 2006 or earlier under specific conditions.

                  The loan agreement further provides that Global may not issue
         or sell shares, nor grant options, at a price less than $1.135 prior to
         the later of full repayment of the loan or the date the warrants
         attached to the loan are exercised or expire.

                  The loan is secured by all of the assets of Global and the
         joint and several guarantees of each of Global USA and Spectrum for
         complete payment and performance of the obligations of Global.





                                       33
<PAGE>
                  An interest payment calculated at 12% per annum was due and
         payable on September 30, 2001. Global did not make the payment, thus
         Global is in default of its repayment obligations.

                  Due to its current lack of liquidity, Global has been unable
         to undertake significant manufacturing commitments. Consequently,
         Global entered into a contract manufacturing agreement, dated June 19,
         2001, as amended, with Diebold. Pursuant to the manufacturing
         agreement, Diebold will produce more than 500 AccuVote-TS touch screen
         voting terminals to fulfill a contract previously secured by Global.
         Global failed to make a scheduled payment on September 30, 2001
         pursuant to the terms of the manufacturing agreement. For a more
         detailed description of the terms of the manufacturing agreement,
         please see the exhibits to Global's Current Report on Form 8-K filed on
         September 26, 2001.

         OUTLOOK.

                  Global's operating results continue to show the impact of the
         stagnant market over the last seventeen months (July 2000-November
         2001). Current financial resources, including internally generated
         funds and available bank lines of credit and borrowings, will not be
         sufficient to finance Global's operations. To continue, Global must
         complete the transaction with Diebold or raise significant external
         financing within the next 30 days.

                  On October 26, 2001, Global's shareholders voted to approve
         the Plan of Arrangement with Diebold, whereby Diebold will acquire
         Global. The Arrangement is expected to close in the fourth calendar
         quarter 2001. The Arrangement will result in Global becoming a
         wholly-owned subsidiary of Diebold. For more information on Diebold's
         acquisition of Global, please refer to the Management Information
         Circular included as Exhibit 99.1 to Global's Current Report on Form
         8-K filed with the SEC on September 26, 2001, which is incorporated by
         reference herein.

Part II. OTHER INFORMATION


         Item 1. Legal Proceedings.

                  At September 30, 2001, the end of its first fiscal quarter,
         Global and its subsidiaries were involved in the following material
         legal proceeding:

                  Fidlar Acquisition, Inc. v. Global Election Systems, Inc.

                           On July 19, 2001, one of Global's vendors, Fidlar
                  Acquisition, Inc. f/k/a Fidlar-Doubleday, filed a petition in
                  the Circuit Court in the County of Oakland, Michigan against
                  Global USA, seeking damages in excess of $1,000,000. Fidlar
                  alleges that Global USA breached an agreement to grant Fidlar
                  an exclusive right to distribute Global's Accuvote System in
                  Illinois. On September 28, 2001, Global USA removed the case
                  to the United States District Court located in the Eastern
                  District of Michigan (Eastern Division). Global USA is
                  currently preparing its answer to be filed in opposition to
                  these allegations. Global is unable to predict the likelihood
                  of an unfavorable outcome or to estimate the amount or range
                  of potential loss if the outcome should be unfavorable.



                                       34
<PAGE>

         Subsequent to the end of its first fiscal quarter, Global and its
subsidiaries became involved in the following legal proceeding:

         Allen E. Stanley, et al. v. Robert J. Urosevich, Clinton H. Rickards
         and Global Election Systems, Inc.

                  On October 16, 2001, a former employee of Global USA and his
         family filed a claim in the General Court of Justice, Supreme Court
         Division of Forsyth County, North Carolina, against Global USA and
         Messrs. Urosevich and Rickards, two of Global USA's employees who are
         also directors of Global, seeking approximately $127,000 in damages and
         alleging misrepresentations in Global's public filings upon which the
         Plaintiffs relied when purchasing Global's stock in the open market.
         Global USA is currently preparing its answer to be filed in opposition
         to these allegations. Global USA is unable to predict the likelihood of
         an unfavorable outcome or to estimate the amount or range of potential
         loss if the outcome should be unfavorable.

Item 2. Changes in Securities and Use of Proceeds.

                  On August 3, 2001, Global granted to Diebold, a warrant to
         purchase 250,000 shares of Global's common stock at an exercise price
         of U.S. $1.135 (CDN $1.74) per share. The warrant expires on August 3,
         2006 or earlier under specific conditions. The warrant was issued to
         Diebold as further consideration for a bridge loan from Diebold to
         Global. The warrant was issued in reliance on the exemption from
         registration provided by Section 4(2) of the Securities Act of 1933, as
         amended.

                  On August 7, 2001, Global granted to Brian W. Courtney, its
         chief executive officer, an option to purchase 200,000 shares of
         Global's common stock at an exercise price of U.S. $1.135 (CDN $1.74)
         per share. The option expires on August 7, 2006 or earlier under
         specific conditions. The option was issued to Mr. Courtney as further
         consideration for his employment as Global's chief executive officer.
         The options were issued in reliance on the exemption from registration
         provided by Section 4(2) to the Securities Act of 1933, as amended.

                  On September 11, 2001, Global granted to Diebold an
         irrevocable option to purchase up to such number of shares of Global's
         common stock as represents 10% of the total number of issued and
         outstanding shares of Global's common stock on the date of mailing of
         an exercise notice to Global by Diebold. The exercise price of the
         option is U.S.$1.135 (CDN $1.74) per share, subject to adjustment. The
         option may only be exercised by Diebold, in whole or in part,
         simultaneously with the closing of an alternative proposal to acquire
         Global. Global has agreed to provide Diebold with notice in writing at
         least ten business days prior to the closing date of the transactions
         contemplated by an alternative proposal. The option terminates upon the
         earlier of: (i) the closing of the acquisition of Global by Diebold;
         and (ii) 5:00 p.m., New York City time, on the date that is the
         18-month anniversary of the termination of the Arrangement Agreement
         between Diebold and Global or if, prior to the expiration of such
         18-month period, the closing of Diebold's acquisition of Global shall
         have occurred and the option




                                       35
<PAGE>


         cannot be exercised by reason of any applicable order or law, ten
         business days after such impediment to exercise shall have been removed
         or shall have become final and not subject to appeal. The option was
         issued to Diebold as further inducement for Diebold to enter in to the
         Arrangement Agreement, pursuant to which Diebold will acquire Global.
         The option was issued in reliance on the exemption from registration
         provided by Section 4(2) of the Securities Act of 1933, as amended.

         Item 3. Defaults Upon Senior Securities.

                  Global or one of its subsidiaries is currently in default
         under the following agreements:

                  1)       Loan Agreement between Hibernia National Bank and
                           Global USA, dated July 19,2000, as amended.

                  2)       Promissory Note payable to Jones Gable by Global,
                           dated as of March 15, 2001.

                  3)       Promissory Note payable to Deborah Dean, dated
                           September 29, 2000.

                  4)       Bridge Loan Agreement between Global and Diebold,
                           dated June 29, 2001.

                  See the information set forth in notes 1 and 8 to the Interim
         Consolidated Financial Statements in Item 1 and the information set
         forth in "Item 2. Management's Discussion and Analysis or Plan of
         Operation" of this report for information regarding these defaults.
         Such information is incorporated herein by reference.


         Item 4. Submission of Matters to a Vote of Security Holders.

                  In connection with the pending acquisition of Global by
         Diebold, Global submitted the following matters to a vote of its
         shareholders at the Extraordinary General Meeting of Shareholders held
         on October 26, 2001:

                  Resolution A. To approve a proposed Plan of Arrangement
                  pursuant to the terms of an Arrangement Agreement, dated as of
                  September 10, 2001, between Global, Diebold, and Diebold
                  Acquisition Ltd., a wholly-owned subsidiary of Diebold,
                  whereby Diebold will acquire Global and Global will become a
                  wholly-owned subsidiary of Diebold. The terms of the Plan of
                  Arrangement and the Arrangement Agreement are described in the
                  exhibits to Global's Current Report on Form 8-K filed on
                  September 14, 2001.

                  Resolution B. To approve the issuance to Diebold of up to
                  16,306,922 shares of Global's common stock in connection with
                  (i) Diebold's exercise of its right to convert all or a
                  portion of its U.S. $5,000,000 convertible bridge loan to
                  Global into Global's common stock, (ii) Diebold's exercise of
                  a warrant to purchase up to 250,000 shares of Global's common
                  stock, and (iii) Diebold's exercise of an




                                       36
<PAGE>


                  option to purchase up to 4,500,000 shares of Global common
                  stock pursuant to a Contract Manufacturing Agreement between
                  Diebold and Global.

         The foregoing matters were approved by Global's shareholders at the
Extraordinary General Meeting held on October 26, 2001. The results of the vote
of Global's shareholders is as follows:

<Table>
<Caption>
                             For              Against            Withheld           Abstained           Not Voted
                             ---              -------            --------           ---------           ---------
<S>                      <C>                  <C>                 <C>               <C>                 <C>
Resolution A             10,712,332           338,301             21,825                0                   0
Resolution B             10,704,082           349,551             18,825                0                   0
</Table>

         Item 6. Exhibits and Reports on Form 8-K.

         (a) Exhibits


Exhibit Number      Exhibit Description
--------------      -------------------

2.1                 Arrangement Agreement, dated September 10, 2001, by and
                    between Global Election Systems Inc. and Diebold,
                    Incorporated(1)

3.1                 Memorandum and Articles of Incorporation, as amended(2)

4.1                 Parts 7, 10, 12, and 27 of the Memorandum and Articles of
                    Incorporation, as amended, set forth in Exhibit 3.1(3)

4.2                 Agreement to furnish long term debt instruments(4)

4.3                 Share Purchase Warrant issued to Jones, Gable & Company
                    Limited on March 15, 2001(5)

4.4                 Registration Rights Agreement, dated June 29, 2001, by and
                    between Global Election Systems Inc. and Diebold,
                    Incorporated(6)

4.5                 Warrant to Purchase Common Shares, dated August 3, 2001,
                    issued to Diebold, Incorporated(7)

4.6                 Common Share Option Agreement, dated September 10, 2001,
                    issued to Diebold, Incorporated(8)

10.1                Property lease, dated August 6, 1999, between David Wood and
                    Global Election Systems Inc.(9)

10.2                Property lease, dated September 26, 2000, between Jersey
                    Investments, Inc. and Global Election Systems, Inc.(10)



                                       37
<PAGE>


10.3                Change in terms agreement for loan, dated May 22, 2000,
                    between Compass Bank and Global Election Systems, Inc.(11)

10.4                Change in terms agreement for loan, dated May 27, 2000,
                    between Compass Bank and Global Election Systems, Inc.(12)

10.5                Loan agreement, dated July 19, 2000, between Hibernia
                    National Bank and Global Election Systems, Inc.(13)

10.6                Letter agreement, dated March 15, 2001, between Global
                    Election Systems, Inc. and Hibernia National Bank(14)

10.7                Employment Agreement, dated January 19, 2001, with S.
                    Michael Rasmussen(15)

10.8                Agreement concerning loan, dated March 15, 2001, between
                    Global Election Systems Inc. and Jones, Gable & Company
                    Limited(16)

10.9                Promissory Note, dated as of March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(17)

10.10               Security Agreement, dated March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(18)

10.11               Guaranty Agreement, dated March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(19)

10.12               Bridge Loan Agreement, dated June 29, 2001, by and between
                    Global Election Systems Inc. and Diebold, Incorporated(20)

10.13               Amendment No. 1 to Bridge Loan Agreement, dated August 3,
                    2001, by and between Global Election Systems Inc. and
                    Diebold, Incorporated(21)

10.14               Collateral and Guarantee Agreement, dated June 29, 2001, by
                    and between Global Election Systems Inc. and Diebold,
                    Incorporated(22)

10.15               Commercial Variable Rate Promissory Note, dated September 8,
                    2001, between Global Election Systems, Inc. and Compass
                    Bank(23)

10.16*              First Amendment to Loan Agreement, dated May 4, 2001,
                    between Global Election Systems, Inc. and Hibernia National
                    Bank

10.17*              Second Amendment to Loan Agreement, dated August 31, 2001,
                    between Global Election Systems, Inc. and Hibernia National
                    Bank

10.18*              Modification to Promissory Note, dated August 31, 2001,
                    between Global Election Systems, Inc. and Hibernia National
                    Bank
----------
* filed herewith

(1) Incorporated by reference to Exhibit 10.16 to Global's Form 8-K filed
September 14, 2001.

(2) Incorporated by reference to Exhibit 2.1 to Global's Form 10-SB filed July
31, 1998.

(3) Incorporated by reference to Exhibit 3.1 to Global's Form 10-SB filed July
31, 1998.

(4) Incorporated by reference to Exhibit 4.2 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(5) Incorporated by reference to Exhibit 10.11 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(6) Incorporated by reference to Exhibit 4.2 to Global's Form 8-K filed August
10, 2001.

(7) Incorporated by reference to Exhibit 4.1 to Global's Form 8-K filed August
10, 2001.

(8) Incorporated by reference to Exhibit 4.5 to Global's Form 8-K filed
September 14, 2001.




                                       38
<PAGE>

(9) Incorporated by reference to Exhibit 10.2 to Global's Quarterly Report Form
10-Q filed May 15, 2000.

(10) Incorporated by reference to Exhibit 10.1 to Global's Quarterly Report Form
10-Q filed May 15, 2000.

(11) Incorporated by reference to Exhibit 10.3 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(12) Incorporated by reference to Exhibit 10.4 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(13) Incorporated by reference to Exhibit 10.5 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(14) Incorporated by reference to Exhibit 10.6 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(15) Incorporated by reference to Exhibit 10.7 to Global's Quarterly Report Form
10-Q filed February 14, 2001.

(16) Incorporated by reference to Exhibit 10.8 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(17) Incorporated by reference to Exhibit 10.9 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(18) Incorporated by reference to Exhibit 10.10 to Global's Quarterly Report
Form 10-Q filed May 22, 2001.

(19) Incorporated by reference to Exhibit 10.12 to Global's Quarterly Report
Form 10-Q filed May 22, 2001.

(20) Incorporated by reference to Exhibit 10.1 to Global's Form 8-K filed August
10, 2001.

(21) Incorporated by reference to Exhibit 10.2 to Global's Form 8-K filed August
10, 2001.

(22) Incorporated by reference to Exhibit 10.3 to Global's Form 8-K filed August
10, 2001.

(23) Incorporated by reference to Exhibit 10.1 to Global's Form 8-K filed
September 20, 2001.


                    (b) Reports on Form 8-K

                    The Company filed Current Reports on Form 8-K to report
events under "Item 5. Other Events" on each of August 10, 2001, September 14,
2001, September 20, 2001, and September 26, 2001.




                                       39
<PAGE>






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

Dated:     November 19, 2001

                                  Global Election Systems Inc.


                                  By:    /s/ S. Michael Rasmussen
                                     -----------------------------------------
                                  Name: S. Michael Rasmussen
                                  Its:  Secretary and Chief Financial Officer








                                       40
<PAGE>




                              Index to the Exhibits


<Table>
<Caption>
Exhibit
Number              Description
-------             -----------
<S>                 <C>
2.1                 Arrangement Agreement, dated September 10, 2001, by and
                    between Global Election Systems Inc. and Diebold,
                    Incorporated(1)

3.1                 Memorandum and Articles of Incorporation, as amended(2)

4.1                 Parts 7, 10, 12, and 27 of the Memorandum and Articles of
                    Incorporation, as amended, set forth in Exhibit 3.1(3)

4.2                 Agreement to furnish long term debt instruments(4)

4.3                 Share Purchase Warrant issued to Jones, Gable & Company
                    Limited on March 15, 2001(5)

4.4                 Registration Rights Agreement, dated June 29, 2001, by and
                    between Global Election Systems Inc. and Diebold,
                    Incorporated(6)

4.5                 Warrant to Purchase Common Shares, dated August 3, 2001,
                    issued to Diebold, Incorporated(7)

4.6                 Common Share Option Agreement, dated September 10, 2001,
                    issued to Diebold, Incorporated(8)

10.1                Property lease, dated August 6, 1999, between David Wood and
                    Global Election Systems Inc.(9)

10.2                Property lease, dated September 26, 2000, between Jersey
                    Investments, Inc. and Global Election Systems, Inc.(10)

10.3                Change in terms agreement for loan, dated May 22, 2000,
                    between Compass Bank and Global Election Systems, Inc.(11)

10.4                Change in terms agreement for loan, dated May 27, 2000,
                    between Compass Bank and Global Election Systems, Inc.(12)

10.5                Loan agreement, dated July 19, 2000, between Hibernia
                    National Bank and Global Election Systems, Inc.(13)

10.6                Letter agreement, dated March 15, 2001, between Global
                    Election Systems, Inc. and Hibernia National Bank(14)

10.7                Employment Agreement, dated January 19, 2001, with S.
                    Michael Rasmussen(15)

10.8                Agreement concerning loan, dated March 15, 2001, between
                    Global Election Systems Inc. and Jones, Gable & Company
                    Limited(16)
</Table>




<PAGE>
<Table>
<S>                 <C>
10.9                Promissory Note, dated as of March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(17)

10.10               Security Agreement, dated March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(18)

10.11               Guaranty Agreement, dated March 15, 2001, between Global
                    Election Systems Inc. and Jones, Gable & Company Limited(19)

10.12               Bridge Loan Agreement, dated June 29, 2001, by and between
                    Global Election Systems Inc. and Diebold, Incorporated(20)

10.13               Amendment No. 1 to Bridge Loan Agreement, dated August 3,
                    2001, by and between Global Election Systems Inc. and
                    Diebold, Incorporated(21)

10.14               Collateral and Guarantee Agreement, dated June 29, 2001, by
                    and between Global Election Systems Inc. and Diebold,
                    Incorporated(22)

10.15               Commercial Variable Rate Promissory Note, dated September 8,
                    2001, between Global Election Systems, Inc. and Compass Bank
                    (23)

10.16*              First Amendment to Loan Agreement, dated May 4, 2001
                    between Global Election Systems, Inc. and Hibernia National
                    Bank

10.17*              Second Amendment to Loan Agreement, dated August 31, 2001,
                    between Global Election Systems, Inc. and Hibernia National
                    Bank

10.18*              Modification to Promissory Note, dated August 31, 2001,
                    between Global Election Systems, Inc. and Hibernia National
                    Bank
</Table>

----------
 *  filed herewith

(1) Incorporated by reference to Exhibit 10.16 to Global's Form 8-K filed
September 14, 2001.

(2) Incorporated by reference to Exhibit 2.1 to Global's Form 10-SB filed July
31, 1998.

(3) Incorporated by reference to Exhibit 3.1 to Global's Form 10-SB filed July
31, 1998.

(4) Incorporated by reference to Exhibit 4.2 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(5) Incorporated by reference to Exhibit 10.11 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(6) Incorporated by reference to Exhibit 4.2 to Global's Form 8-K filed August
10, 2001.

(7) Incorporated by reference to Exhibit 4.1 to Global's Form 8-K filed August
10, 2001.

(8) Incorporated by reference to Exhibit 4.5 to Global's Form 8-K filed
September 14, 2001.

(9) Incorporated by reference to Exhibit 10.2 to Global's Quarterly Report Form
10-Q filed May 15, 2000.

(10) Incorporated by reference to Exhibit 10.1 to Global's Quarterly Report Form
10-Q filed May 15, 2000.

(11) Incorporated by reference to Exhibit 10.3 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(12) Incorporated by reference to Exhibit 10.4 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(13) Incorporated by reference to Exhibit 10.5 to Global's Annual Report Form
10-KSB filed September 28, 2000.

(14) Incorporated by reference to Exhibit 10.6 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(15) Incorporated by reference to Exhibit 10.7 to Global's Quarterly Report Form
10-Q filed February 14, 2001.

(16) Incorporated by reference to Exhibit 10.8 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(17) Incorporated by reference to Exhibit 10.9 to Global's Quarterly Report Form
10-Q filed May 22, 2001.

(18) Incorporated by reference to Exhibit 10.10 to Global's Quarterly Report
Form 10-Q filed May 22, 2001.

(19) Incorporated by reference to Exhibit 10.12 to Global's Quarterly Report
Form 10-Q filed May 22, 2001.

(20) Incorporated by reference to Exhibit 10.1 to Global's Form 8-K filed August
10, 2001.

(21) Incorporated by reference to Exhibit 10.2 to Global's Form 8-K filed August
10, 2001.

(22) Incorporated by reference to Exhibit 10.3 to Global's Form 8-K filed August
10, 2001.

(23) Incorporated by reference to Exhibit 10.1 to Global's Form 8-K filed
September 20, 2001.