<PAGE> 1
EXHIBIT 1.
Audited Financial Statements
and Supplemental Schedules
World Access, Inc.
Retirement and Savings Plan
Years ended August 31, 1998 and 1997
with Report of Independent Auditors
<PAGE> 2
World Access, Inc.
Retirement and Savings Plan
Audited Financial Statements
and Supplemental Schedules
Years ended August 31, 1998 and 1997
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors........................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.......................... 3
Statements of Changes in Net Assets Available for Benefits............... 4
Notes to Financial Statements............................................ 5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes.............. 15
Line 27d - Schedule of Reportable Transactions.......................... 16
Line 27e - Schedule of Non-Exempt Transactions.......................... 18
</TABLE>
<PAGE> 3
Report of Independent Auditors
Plan Administrator
World Access, Inc. Retirement and Savings Plan
We have audited the accompanying statement of net assets available for benefits
of World Access, Inc. Retirement and Savings Plan as of August 31, 1998, and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Plan as of and
for the year ended August 31, 1997, were audited by other auditors whose report
dated September 14, 1998, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
August 31, 1998, and the changes in its net assets available for benefits for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of August 31, 1998, reportable transactions for
the year ended August 31, 1998, and non-exempt transactions for the year ended
August 31, 1998 are presented for the purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 (ERISA), and are not a required part of
the financial statements. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1998 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1998 financial statements taken as a whole.
The information presented in the schedule of reportable transactions does not
disclose the historical cost of certain investments. Disclosure of this
information is required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 4, 1999
1
<PAGE> 4
2
<PAGE> 5
World Access, Inc.
Retirement and Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
AUGUST 31,
1998 1997
------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Mutual funds $ 834,551 $ 302,575
Collective trust fund 428,890 --
World Access, Inc. common stock 1,434,017 1,576,475
Pooled separate account -- 300,278
Participant Loans 25,224 9,217
------------------------------
2,722,682 2,188,545
Investments, at contract value:
Guaranteed investment contract -- 334,709
------------------------------
Total investments 2,722,682 2,523,254
Contributions receivable:
Participants 62,497 20,996
Employers 18,693 84,165
------------------------------
Total receivables 81,190 105,161
------------------------------
Total assets 2,803,872 2,628,415
------------------------------
Net assets available for benefits $ 2,803,872 $ 2,628,415
==============================
</TABLE>
See accompanying notes.
3
<PAGE> 6
World Access, Inc.
Retirement and Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
1998 1997
-------------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 658,225 $ 312,944
Employer 171,858 80,941
-------------------------------
830,083 393,885
Investment income 39,946 59,229
Net (depreciation) appreciation in fair value of
investments (598,302) 1,167,754
-------------------------------
271,727 1,620,868
Deductions from net assets attributed to:
Benefit payments 96,270 102,620
-------------------------------
Net increase 175,457 1,518,248
Net assets available for benefits at beginning of
year 2,628,415 1,110,167
-------------------------------
Net assets available for benefits at end of year $ 2,803,872 $ 2,628,415
===============================
</TABLE>
See accompanying notes.
4
<PAGE> 7
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements
August 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of World Access, Inc. (the "Company") Retirement and
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Plan Agreement for a more complete description of the Plan's
provisions.
GENERAL
The Company established the Plan effective July 1, 1989 as a defined
contribution plan as defined under Section 401(k) of the Internal Revenue Code
(the "Code"). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). Company representatives
served as trustee of the Plan for the first three quarters of the 1998 Plan
year. The Plan was amended and restated to appoint Merrill Lynch Trust Company
(the "trustee") as trustee of the Plan's investments effective June 1, 1998.
ELIGIBILITY
The Plan covers all employees of the Company and certain participating
affiliates who have attained 21 years of age and completed one-half year of
service, as defined. Prior to June 1, 1998, employees were required to complete
one year of service, as defined. Participating affiliates to the Plan include
AIT, Westec, Sunrise, NACT, ATI Wireless, Galaxy, CIS, and Cherry Communications
(Resurgens).
CONTRIBUTIONS
Participation is voluntary and eligible employees may elect to contribute up to
15% of their compensation through payroll deductions, as defined by the Plan
agreement and subject to statutory limitations. The Company matches 50 percent
of all participant contributions up to and including 6 percent of each
participant's compensation for those
5
<PAGE> 8
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS (CONTINUED)
participants credited with a year of service, as defined by the Plan agreement.
The Company match is provided through the issuance of Company stock. An annual
profit sharing contribution may be contributed at the option of the Company's
Board of Directors. No profit sharing contribution was made during the year
ended August 31, 1998.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
allocations of the Company's contribution and Plan earnings. Allocations are
based on participant earnings or account balances, as defined in the Plan
agreement. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company match portion of their accounts is based on the
number of years of credited service with the Company. A participant is 100
percent vested after five years of credited service. Non-vested account balances
are forfeited and are used to reduce future Company contributions. Approximately
$8,200 of forfeited account balances was used to reduce Company contributions
during the year ended August 31, 1998.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer to (from) the investment fund from
(to) the participant loans fund.
6
<PAGE> 9
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS (CONTINUED)
Loan terms range from one to five years or twenty years if the loan is used for
a primary residence. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with the local prevailing
interest rates. Principal and interest are paid ratably through monthly payroll
deductions.
BENEFITS AND WITHDRAWALS
Benefits are available to Plan participants upon reaching the normal retirement
age (age 65), date of disability, or after termination of service for any other
reason. The participant's entire vested interest in the Plan shall be available
to be distributed in a lump-sum cash payment or installment forms of
distribution, as provided for in the Plan agreement. Participant contributions
to the Plan may be withdrawn upon approval by the Plan administrator and subject
to Code requirements in cases in which a participant has suffered a financial
hardship.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting.
RECLASSIFICATIONS
Certain amounts in the 1997 financials statements have been reclassified to
conform to the 1998 presentation.
7
<PAGE> 10
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION
Investments in mutual funds are stated at fair value based on quoted prices in
an active market. Securities traded on a national securities exchange are valued
at the last reported sales price on the last business day of the Plan year. The
fair value of the participation units owned by the Plan in the pooled separate
account is based on quoted redemption values. Such redemption values are
generally established based on quoted market prices of the underling securities
on the last business day of the Plan year. The Plan's investment in the CIGNA
Guaranteed Long-Term account is stated at contract value which approximates fair
value. Contract value represents contributions made under the account, plus
interest at the contract rates, less funds used to pay benefits and
administrative expenses. Participant loans are valued at cost which approximates
fair value.
INVESTMENT INCOME
Dividend income is recorded on the ex-dividend date. Interest income is recorded
as earned. Purchases and sales of securities are recorded on a trade date basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
reported amounts in the financial statements and accompanying notes. Actual
results could differ from those estimates.
ADMINISTRATIVE EXPENSES
Administrative expenses for the Plan are paid directly by the Company, and not
from Plan assets.
BENEFIT PAYMENTS
Benefits are recorded when paid.
8
<PAGE> 11
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
3. INCOME TAX STATUS
The Plan has received an opinion letter from the Internal Revenue Service dated
June 29, 1993, stating that the written form of the underlying prototype plan
document is qualified under Section 401(a) of the Internal Revenue Code (the
"Code"), and that any employer adopting this form of the Plan will be considered
to have a plan qualified under Section 401(a) of the Code. Therefore, the
related trust is exempt from taxation. The Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
At August 31, 1998 and 1997, the Plan held 74,981 and 58,516 shares of World
Access, Inc. Common Stock, respectively. The fair value of this stock at August
31, 1998 and 1997 was $1,434,017 and $1,576,475, respectively.
Certain Plan investments are shares of mutual and common trust funds managed by
the trustee, therefore, these investment transactions qualify as
party-in-interest. The Plan sponsor paid administrative expenses on behalf of
the plan for the year ended August 31, 1998.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will receive the vested portion of their account.
9
<PAGE> 12
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
6. INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
AUGUST 31
1998 1997
------------------------------
<S> <C> <C>
Merrill Lynch Retirement Preservation Trust $ 428,890 $ --
Merrill Lynch Capital Fund Class D 406,490 --
AIM Blue Chip Fund 338,400 --
World Access, Inc. Company stock 1,434,017 1,576,475
Fidelity Growth and Income Fund -- 300,278
SEI Capital Appreciation Fund -- 219,385
CIGNA Guaranteed Long-term Account -- 334,709
</TABLE>
7. YEAR 2000 (UNAUDITED)
The Plan sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor anticipates substantially
completing this phase of the project by June 1999. Costs associated with
modifying software and equipment are not estimated to be significant and will be
paid by the Plan sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan sponsor, or its service
providers are not completed timely, the year 2000 problem
10
<PAGE> 13
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
7. YEAR 2000 (UNAUDITED) (CONTINUED)
could have a material impact on the operations of the Plan. Plan management has
not developed a contingency plan, because they are confident that all systems
will be year 2000 ready.
8. SUBSEQUENT EVENTS
Effective November 18, 1998, the Company amended the vesting schedule to allow
participants to become 100 percent vested after four years of credited service.
11
<PAGE> 14
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
9. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
The change in net assets available or benefits by fund are as follows:
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 1998
---------------------------------------------------------------------------
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
MERRILL
CIGNA FIDELITY SEI SEI LYNCH
GUARANTEED GROWTH AND CAPITAL INTERNATIONAL RETIREMENT
LONG-TERM INCOME APPRECIATION EQUITY PRESERVATION
ACCOUNT FUND FUND FUND FUND
---------- ---------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 63,461 $ 117,736 $ 108,022 $ 30,380 $ 23,142
Employer -- -- -- -- --
---------- ---------- ---------- ---------- ----------
63,461 117,736 108,022 30,380 23,142
Investment income:
Interest and dividends 15,539 -- 2,486 1,340 3,915
Net appreciation (depreciation) in fair value
of investments -- 53,123 56,164 8,247 --
---------- ---------- ---------- ---------- ----------
Total additions 79,000 170,859 166,672 39,967 27,057
Deductions from net assets attributed to:
Benefit payments (494) (49,804) (2,406) (270) --
---------- ---------- ---------- ---------- ----------
Net increase (decrease) before interfund
transfers 78,506 121,055 164,266 39,967 27,057
Interfund transfers (413,215) (421,333) (383,651) (122,887) 401,833
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net assets available
for benefits (334,709) (300,278) (219,385) (83,190) 428,890
Net assets available for benefits at beginning of
year 334,709 300,278 219,385 83,190 --
Net assets available for benefits at end of year $ -- $ -- $ -- $ -- $ 428,890
========== ========== ========== ========== ==========
<CAPTION>
YEAR ENDED AUGUST 31, 1998
----------------------------------------
PARTICIPANT DIRECTED
----------------------------------------
MERRILL
MERRILL LYNCH MERRILL
LYNCH CORPORATE LYNCH
CAPITAL BOND SPECIAL VALUE
FUND FUND FUND
---------- --------- -------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 33,317 $ 1,625 $ 4,203
Employer -- -- --
---------- -------- --------
33,317 1,625 4,203
Investment income:
Interest and dividends 14,924 4 --
Net appreciation (depreciation) in fair value
of investments (63,093) (7) (896)
---------- -------- --------
Total additions (14,852) 1,622 3,307
Deductions from net assets attributed to:
Benefit payments -- -- --
---------- -------- --------
Net increase (decrease) before interfund
transfers (14,852) 1,622 3,307
Interfund transfers 421,342 -- --
---------- -------- --------
Net increase (decrease) in net assets available
for benefits 406,490 1,622 3,307
Net assets available for benefits at beginning of
year -- -- --
Net assets available for benefits at end of year $ 406,490 $ 1,622 $ 3,307
========== ======== ========
</TABLE>
12
<PAGE> 15
World Access, Inc.
Retirement and Savings Plan
Notes to Financial Statements (continued)
9. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 1998
-------------------------------------------------------------
PARTICIPANT DIRECTED
-------------------------------------------------------------
OPPENHEIMER WORLD ACCESS,
AIM GLOBAL GROWTH INC.
BLUE CHIP AND INCOME COMPANY STOCK PARTICIPANT
FUND FUND LOANS
------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 49,143 $ 13,607 $ 171,453 $ --
Employer -- -- 273,658 --
-----------------------------------------------------------
49,143 13,607 445,111 --
Investment income:
Interest and dividends 59 463 -- 1,344
Net appreciation (depreciation) in fair value
of investments (46,378) (17,535) (588,055) --
-----------------------------------------------------------
Total additions 2,824 (3,465) (142,944) 1,344
Deductions from net assets attributed to:
Benefit payments -- -- (43,296) --
-----------------------------------------------------------
Net increase (decrease) before interfund
transfers
2,824 (3,465) (186,240) 1,344
Interfund transfers 335,576 88,197 43,782 14,663
-----------------------------------------------------------
Net increase (decrease) in net assets available
for benefits 338,400 84,732 142,458 16,007
Net assets available for benefits at beginning of
year -- -- 1,576,475 9,217
-----------------------------------------------------------
Net assets available for benefits at end of year $ 338,400 $ 84,732 $ 1,434,017 $ 25,224
===========================================================
<CAPTION>
NON-PARTICIPANT DIRECTED
-------------------------------------------------------------
WORLD ACCESS,
INC.
COMPANY STOCK-
COMPANY CASH
MATCH EQUIVALENTS OTHER TOTAL
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ -- $ 635 $ 41,501 $ 658,225
Employer 273,658 (37,328) (65,472) 171,858
----------------------------------------------------------
273,658 (35,693) (23,971) 830,083
Investment income:
Interest and dividends -- -- -- 39,946
Net appreciation (depreciation) in fair value
of investments (370,475) -- -- (598,302)
-----------------------------------------------------------
Total additions (96,817) (35,693) (23,971) 271,727
Deductions from net assets attributed to:
Benefit payments (23,104) -- -- (96,270)
-----------------------------------------------------------
Net increase (decrease) before interfund
transfers
(119,921) (35,693) (23,971) 175,457
Interfund transfers -- 35,693 -- --
----------------------------------------------------------
Net increase (decrease) in net assets available
for benefits (119,921) -- (23,971) 175,457
Net assets available for benefits at beginning of
year 979,854 -- 105,161 2,628,415
----------------------------------------------------------
Net assets available for benefits at end of year $ 859,933 $ -- $ 81,190 $ 2,803,872
==========================================================
</TABLE>
13
<PAGE> 16
9. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 1997
-------------------------------------------------------------
CIGNA FIDELITY SEI SEI
GUARANTEED GROWTH AND CAPITAL INTERNATIONAL
LONG-TERM INCOME APPRECIATION EQUITY
ACCOUNT ACCOUNT PORTFOLIO PORTFOLIO
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 62,487 $ 83,425 $ 46,496 $ 26,328
Employee -- -- -- --
---------------------------------------------------------
62,487 83,425 46,496 26,328
Investment income:
Interest and dividends 16,473 -- 34,700 6,540
Net appreciation (depreciation) in fair
value of investments -- 53,153 13,487 (1,803)
---------------------------------------------------------
78,960 136,578 94,683 31,065
Deductions from net assets attributed to:
Benefit payments (22,323) (13,604) (15,010) (3,074)
---------------------------------------------------------
Net increase before interfund transfers 56,637 122,974 79,673 27,991
Interfund transfers 2,905 (1,662) 9,484 (6,025)
---------------------------------------------------------
Net increase (decrease) in net assets available
for benefits 59,542 121,312 89,157 21,966
Net assets by investment option at beginning of
year 277,710 186,679 133,698 63,778
---------------------------------------------------------
Net assets by investment option at end of year $ 337,252 $ 307,991 $ 222,855 $ 85,744
=========================================================
<CAPTION>
WORLD ACCESS,
WORLD ACCESS, INC. COMPANY
INC. PARTICIPANT STOCK -
COMPANY STOCK LOANS COMPANY MATCH TOTAL
------------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 94,208 $ -- $ -- $ 312,944
Employee -- -- 80,941 80,941
-------------------------------------------------------------
94,208 -- 80,941 393,885
Investment income:
Interest and dividends (6,074) 782 6,808 59,229
Net appreciation (depreciation) in fair
value of investments 397,199 -- 705,718 1,167,754
-------------------------------------------------------------
485,333 782 793,467 1,620,868
Deductions from net assets attributed to:
Benefit payments (15,769) -- (32,840) (102,620)
-------------------------------------------------------------
Net increase before interfund transfers 469,564 782 760,627 1,518,248
Interfund transfers (1,705) (1,873) (1,124) --
-------------------------------------------------------------
Net increase (decrease) in net assets available
for benefits 467,859 (1,091) 759,503 1,518,248
Net assets by investment option at beginning of
year 133,478 10,308 304,516 1,110,167
-------------------------------------------------------------
Net assets by investment option at end of year $ 601,337 $ 9,217 $ 1,064,019 $ 2,628,415
=============================================================
</TABLE>
14
<PAGE> 17
SUPPLEMENTAL SCHEDULES
<PAGE> 18
World Access, Inc.
Retirement and Savings Plan
EIN: 65-0044204
Plan No.: 001
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1998
<TABLE>
<CAPTION>
(E)
(B) (C) (D) CURRENT
(A) IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
--- ------------------ ------------------------- ---------- ----------
<S> <C> <C> <C> <C>
MUTUAL FUNDS
* Merrill Lynch Trust Company Capital Fund Class D $ 469,583 $ 406,490
* Merrill Lynch Trust Company Corporate Bond Fund Class D 1,629 1,622
* Merrill Lynch Trust Company Special Value Fund Class D 4,203 3,307
AIM Funds, Inc. Blue Chip Fund Class A 384,778 338,400
OppenheimerFunds, Inc. Global Growth and Income Fund 102,267 84,732
---------- ----------
962,460 834,551
COMMON STOCK
* World Access, Inc. Common stock 2,338,001 1,434,017
---------- ----------
2,338,001 1,434,017
COMMON TRUST FUND
* Merrill Lynch Trust Company Retirement Preservation Trust Fund 428,890 428,890
---------- ----------
428,890 428,890
* Participant loans Interest rates range from 8.0% to 10.0%
-- 25,224
---------- ----------
Total $3,729,351 $2,722,682
========== ==========
</TABLE>
* Indicates a party-in-interest to the Plan.
15
<PAGE> 19
World Access, Inc.
Retirement and Savings Plan
EIN: 65-0044204
Plan No.: 001
Line 27d - Schedule of Reportable Transactions
Year ended August 31, 1998
<TABLE>
<CAPTION>
(H)CURRENT
VALUE OF
ASSET ON
(C)PURCHASE (D)SELLING G)COST OF TRANSACTION (I)NET GAIN
(A)IDENTITY OF PARTY INVOLVED (B) DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
---------------------------------------------------------------------------------------------------------------------------
CATEGORY (I) - INDIVIDUAL SECURITY TRANSACTIONS WHICH EXCEED 5% OF PLAN ASSETS.
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Trust Company Retirement Preservation Trust
Fund $392,386 $ -- $392,386 $392,386 $ --
Merrill Lynch Trust Company Capital Fund Class D 450,236 -- 450,236 450,236 450,236
AIM Funds, Inc. Blue Chip Fund Class A 351,852 -- 351,852 351,852 --
CIGNA Life Insurance Company Guaranteed Long-Term Account -- 386,468 ** 386,468 **
Fidelity Trust Company Growth & Income Fund -- 446,465 ** 446,465 **
SEI Investor Services Capital Appreciation Fund -- 335,681 ** 335,681 **
CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS WHICH EXCEEDS 5% OF PLAN ASSETS
Merrill Lynch Trust Retirement Preservation
Company Trust Fund 428,890 -- 428,890 428,890 --
Merrill Lynch Trust Capital Fund Class D 486,046 -- 486,046 486,046 --
Company
</TABLE>
16
<PAGE> 20
World Access, Inc.
Retirement and Savings Plan
EIN: 65-0044204
Plan No.: 001
Line 27d - Schedule of Reportable Transactions (continued)
Year ended August 31, 1998
<TABLE>
<CAPTION>
(H)CURRENT
VALUE OF
ASSET ON
(C)PURCHASE (D)SELLING (G)COST OF TRANSACTION (I)NET GAIN
(A)IDENTITY OF PARTY INVOLVED (B) DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
----------------------------- ------------------------ ----------- ---------- ---------- ----------- -----------
CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS WHICH EXCEEDS 5% OF PLAN ASSETS (CONTINUED).
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Trust Company Capital Fund Class D -- 16,463 18,933 16,463 2,470
AIM Funds, Inc. Blue Chip Fund Class A 384,778 -- 384,778 384,778 --
CIGNA Life Insurance Company Guaranteed Long-Term Account 137,980 -- ** 122,725 **
CIGNA Life Insurance Company Guaranteed Long-Term Account -- 472,689 ** 472,689 **
Fidelity Trust Company Growth & Income Fund 162,481 -- 162,481 162,481 --
Fidelity Trust Company Growth & Income Fund -- 515,883 ** 515,883 **
SEI Investor Services Capital Appreciation Fund 160,181 -- 160,181 160,181 --
SEI Investor Services Capital Appreciation Fund -- 353,862 ** 353,862 **
World Access, Inc. Common Stock 468,701 -- 468,701 468,701 --
World Access, Inc. Common Stock -- 23,104 ** 23,104 **
</TABLE>
** Information not available.
THERE WERE NO CATEGORY (II) OR (IV) TRANSACTIONS DURING THE YEAR ENDED AUGUST
31, 1998.
Note: The information to be presented in columns (e) and (f) is not applicable.
17
<PAGE> 21
World Access, Inc.
Retirement and Savings Plan
EIN: 65-0044204
Plan No.: 001
Line 27e - Schedule of Non-Exempt Transactions
Year ended August 31, 1998
<TABLE>
<CAPTION>
(A) (B) (C)
DESCRIPTION OF TRANSACTIONS,
INCLUDING MATURITY DATE, RATE OF
RELATIONSHIP TO PLAN, EMPLOYER, OR INTEREST, COLLATERAL, PAR, OR
IDENTITY OF PARTY INVOLVED OTHER PARTY-IN-INTEREST MATURITY VALUE
-------------------------- ---------------------------------- ---------------------------------
<S> <C> <C>
World Access, Inc. Employer/Plan Sponsor Contributions of $50,482 for the
January 1998 payroll period
remitted March 10, 1998.
World Access, Inc. Employer/Plan Sponsor Contributions of $66,872 for the
June 1998 payroll period
remitted July 23, 1998.
</TABLE>
Note: The information to be presented in columns (d), (e), (f), (g), (h), (i),
or (j) is not applicable.
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