WORLD ACCESS INC /NEW/, S-3, 2000-03-30

WORLD ACCESS INC /NEW/
S-3, 2000-03-30
COMMUNICATIONS EQUIPMENT, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2000

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
------------------------

WORLD ACCESS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 58-2398004
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

945 EAST PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

MARK A. GERGEL
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WORLD ACCESS, INC.
945 EAST PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

COPIES OF COMMUNICATIONS TO:

LEONARD A. SILVERSTEIN, ESQ.
LONG ALDRIDGE & NORMAN LLP
5300 ONE PEACHTREE CENTER
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share................... 45,664,723 $21.875 $998,915,815.63 $263,713.78
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Registrant's
common stock as reported on the Nasdaq National Market on March 23, 2000.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING SECURITY HOLDERS MAY NOT
SELL THESE SECURITIES UNTIL THE STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES.

SUBJECT TO COMPLETION, DATED MARCH 30, 2000.

PROSPECTUS

(WORLD ACCESS LOGO)

WORLD ACCESS, INC.

SHARES OF WORLD ACCESS, INC.
COMMON STOCK

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

TERMS OF SALE

This prospectus relates to the resale by their holders of shares of common
stock of World Access, Inc. The common stock is listed on the Nasdaq National
Market under the trading symbol "WAXS." On March 29, 2000, the last reported
sale price of the common stock on the Nasdaq National Market was $21.8125 per
share.

The principal executive offices of World Access are located at 945 East
Paces Ferry Road, Suite 2200, Atlanta, Georgia 30326, and its telephone number
is (404) 231-2025.

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

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

, 2000
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DESCRIPTION OF WORLD ACCESS, INC. .......................... 3
SECURITIES OFFERED.......................................... 3
FORWARD-LOOKING STATEMENTS.................................. 3
USE OF PROCEEDS............................................. 3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS................................................ 4
SELLING SECURITY HOLDERS.................................... 9
PLAN OF DISTRIBUTION........................................ 17
LEGAL MATTERS............................................... 18
EXPERTS..................................................... 18
WHERE YOU CAN FIND MORE INFORMATION......................... 19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 19
</TABLE>

2
<PAGE> 4

DESCRIPTION OF WORLD ACCESS, INC.

We transport international long distance voice and data traffic for past
telephone and telegraph operators, regional Bell operating companies,
competitive local exchange carriers, long distance companies, private network
providers and other global carriers. We provide these services through a
combination of our own international network facilities, various international
termination relationships and resale arrangements with other international long
distance service providers. Through the acquisition of FaciliCom International
in December 1999 and NETnet International in February 2000, we plan to expand
our service offerings to include the sale of bundled voice, data and Internet
services direct to small and medium size businesses located throughout Europe.

Prior to the acquisition of Resurgens Communication Group in December 1998,
we were exclusively a manufacturer and reseller of telecommunications network
equipment, including digital switches, billing and network telemanagement
systems, cellular base stations, fixed wireless local loop systems, intelligent
multiplexers and digital microwave radio systems. In December 1999, in
connection with the acquisition of FaciliCom International, we adopted a plan to
divest all of our equipment businesses.

SECURITIES OFFERED

This prospectus relates to 45,664,723 shares of common stock of World
Access offered for resale for the account of holders of common stock. The common
stock trades on the Nasdaq National Market under the symbol "WAXS."

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this
prospectus contain certain information regarding our plans and strategies that
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934. When used
in this prospectus or in the documents incorporated by reference, the words
"may," "could," "should," "would," "believe," "anticipate," "estimate,"
"expect," "intend," "plan" and similar terms and/or expressions are intended to
identify forward-looking statements. These statements reflect our assessment of
a number of risks and uncertainties and our actual results could differ
materially from the results anticipated in these forward-looking statements. Any
forward-looking statement speaks only as of the date of this prospectus or the
documents incorporated by reference, and we undertake no obligation to update
any forward-looking statements to reflect events or circumstances after the date
on which such statement is made or to reflect the occurrence of an unanticipated
event.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the securities offered by
this prospectus, except to the extent the selling security holders exercise
warrants. Any proceeds we receive from the exercise of warrants will be used for
general corporate purposes including operating and working capital requirements.
All other proceeds will be payable solely to the selling security holders, less
any compensation payable by the selling security holders to broker dealers in
the form of commissions or otherwise.

3
<PAGE> 5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On December 9, 1999, the Board of Directors adopted a plan to divest our
Equipment Group and further focus on our strategy to be a leading provider of
bundled voice, data and Internet services to key regions of the world. The
Equipment Group currently generates annual revenues in excess of $250 million
and consists of the following business units:

- Telco Systems Division, a leading provider of next generation transport
and access solutions for service providers throughout the world. Its
products include intelligent integrated access devices, multiplexers and
digital microwave radios. We acquired Telco Systems on November 30, 1998.

- NACT Switching Division, a rapidly growing provider of advanced switching
platforms with integrated proprietary applications software as well as
billing and telemanagement systems. We acquired NACT on February 27,
1998.

- Wireless Local Loop Division, which has developed a next generation,
CDMA-based, fixed wireless local loop system known as Velocity-2000.

- Cellular Infrastructure Supply Division, a value-added supplier of new
and re-furbished cellular base stations and related equipment. We
acquired Cellular Infrastructure Supply effective January 1997.

As a result of the adoption of a formal plan to divest our non-core
operations, we have reported the results of the Equipment Group as discontinued
operations as defined in Accounting Principles Board Opinion No. 30.

An Unaudited Pro Forma Combined Balance Sheet is not presented as the
mergers with FaciliCom International, Inc. and Comm/Net Holding Corporation are
reflected in our consolidated balance sheet as of December 31, 1999 incorporated
by reference in this registration statement. The Unaudited Pro Forma Combined
Statement of Operations give effect to our December 1999 merger with FaciliCom
and related transactions, and our May 1999 merger with Comm/Net.

We have prepared the unaudited pro forma combined statement of operations
to demonstrate how these combined businesses might have looked if the mergers
and related transactions had been completed on January 1, 1999. The unaudited
pro forma combined statement of operations, while helpful in illustrating
characteristics of the combined company under one set of assumptions, does not
attempt to predict or suggest future results.

In connection with our merger with FaciliCom, we recorded a one-time
restructuring charge of $37.8 million for the estimated costs of (1)
consolidating certain of our United States gateway switching centers and related
technical support functions into existing FaciliCom operations; (2)
consolidating our United Kingdom operations into existing FaciliCom operations;
(3) consolidating the administrative functions of our Telecommunications Group
into FaciliCom's operations; and (4) eliminating other redundant operations and
assets as a result of combining our Telecommunications Group's and FaciliCom's
operations. The restructuring charge included the write-down of our switching
and transmission equipment taken out of service, the write-off of certain
leasehold improvements, a provision for lease commitments remaining on certain
facilities and equipment taken out of service and employee termination benefits.
The restructuring program is expected to be completed in the first quarter of
2000. This one-time charge has been excluded from the unaudited pro forma
combined statement of operations.

As a result of the FaciliCom merger and the restructuring program discussed
above, we expect to realize significant operational and financial synergies.
These synergies are expected to include cost reductions resulting from traffic
routing changes made to take advantage of each company's least cost
4
<PAGE> 6

routes, elimination of redundant leased line costs, elimination of redundant
switching centers and consolidation of certain administrative functions. We
currently estimate that these annualized cost savings, which have been excluded
from the unaudited pro forma combined statement of operations, will range from
$20.0 million to $35.0 million.

The unaudited pro forma combined statement of operations is presented for
comparative purposes only and is not intended to be indicative of the actual
results had these transactions occurred as of January 1, 1999 nor does it
purport to indicate results which may be attained in the future. The unaudited
pro forma combined statement of operations should be read in conjunction with
the historical consolidated financial statements of World Access, and FaciliCom,
which are incorporated herein by reference.

5
<PAGE> 7

WORLD ACCESS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
WORLD PRO FORMA WORLD
ACCESS(1) FACILICOM(2) COMM/NET(3) ADJUSTMENTS ACCESS
--------- ------------ ----------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Carrier service revenues................. $501,081 $404,485 $13,868 $(17,080)(4) $ 902,354
Operating expenses:
Cost of carrier services................. 448,305 364,773 9,923 (14,548)(4) 808,453
Selling, general and administrative...... 28,433 56,652 2,324 87,409
Depreciation and amortization............ 13,541 27,823 390 32,121(5) 67,307
(6,568)(6) --
Restructuring charge..................... 37,800 -- -- -- 37,800
-------- -------- ------- -------- ----------
Total Operating Expenses............... 528,079 449,248 12,637 11,005 1,000,969
-------- -------- ------- -------- ----------
Operating Income (Loss)................ (26,998) (44,763) 1,231 (28,085) (98,615)
Interest and other income................ 3,308 3,026 -- -- 6,334
Interest expense......................... (12,914) (33,413) (65) (8,325)(7) (54,717)
Foreign exchange loss.................... (620) (1,749) -- -- (2,369)
-------- -------- ------- -------- ----------
Income (Loss) From Continuing
Operations Before Income Taxes....... (37,224) (76,899) 1,166 (36,410) (149,367)
Income taxes (benefits).................. (10,126) (7,335) 264 (1,651)(8) (18,848)
-------- -------- ------- -------- ----------
Net Income (Loss) From Continuing
Operations........................... (27,098) (69,564) 902 (34,759) (130,519)
Preferred stock dividends................ 1,968 -- -- 493(9) 2,461
-------- -------- ------- -------- ----------
Net Income (Loss) From Continuing
Operations Available to Common
Stockholders......................... $(29,066) $(69,564) $ 902 $(35,252) $ (132,980)
======== ======== ======= ======== ==========
Net Income (Loss) Per Common Share From
Continuing Operations:
Basic.................................. $ (0.78) $ (2.64)(10)
======== ==========
Diluted................................ $ (0.78) $ (2.64)(10)
======== ==========
Weighted Average Shares Outstanding:
Basic.................................. 37,423 50,364(10)
======== ==========
Diluted................................ 37,423 50,364(10)
======== ==========
</TABLE>

7
<PAGE> 8

WORLD ACCESS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. This column represents the historical results of operations of World
Access Inc. The World Access Inc. information includes the results of
Comm/Net from May 1, 1999 and the results of FaciliCom from December 7,
1999. Depreciation and amortization related to network operations has
been reclassified from costs of carrier sales to depreciation and
amortization to conform with the FaciliCom presentation.

2. This column represents the historical results of operations of FaciliCom
for the period January 1, 1999 to December 6, 1999.

3. This column represents the historical results of operations of Comm/Net
for the period January 1, 1999 to April 30, 1999.

4. Elimination of inter-company carrier service revenues and related costs.

5. Amortization of goodwill over an estimated life of 20 years. The
additional Resurgens goodwill is a result of the 7,500,000 shares
released from escrow related to the acceleration of the Resurgens
earn-out in connection with the FaciliCom Merger. The pro forma
adjustment to goodwill was computed as follows (in thousands):

<TABLE>
<CAPTION>
HISTORICAL
PRO FORMA GOODWILL PRO FORMA
GOODWILL AMORTIZATION AMORTIZATION ADJUSTMENTS
-------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
FaciliCom............................. $592,153 $29,608 $(3,345) $26,263
Resurgens............................. 127,425 6,371 (531) 5,840
Comm/Net.............................. 22,713 1,136 (1,118) 18
------- ------- -------
$37,115 $(4,994) $32,121
======= ======= =======
</TABLE>

6. Adjustment to depreciation expense for the adjustment to fair value of
switching equipment and fiber optic cables under Indefeasible Right of
Use (IRU) agreements at FaciliCom.

7. Represents the adjustment to interest expense related to the exchange of
$300 million of FaciliCom notes with a 10 1/2% coupon for World Access
notes with a 13.25% coupon and the amortization of the $15.0 million
debt discount related to the World Access notes over a period of eight
years. The pro forma adjustment to interest expense was computed as
follows (in thousands):

<S> <C>
Interest expense on World Access notes for eleven
months............................................... $ 36,438
Debt issue cost amortization on World Access notes for
eleven months........................................ 1,719
Historical FaciliCom note interest expense............. (28,875)
Historical FaciliCom debt issue cost amortization...... (957)
--------
$ 8,325
========
</TABLE>

8. Adjustment for the additional tax benefit derived from certain pro forma
adjustments. World Access has not recorded any tax benefit on a pro
forma basis that may be derived from FaciliCom's net operating losses.

9. To increase preferred stock dividends to reflect the Series B preferred
stock issued in connection with the Comm/Net acquisition as outstanding
for the full period.

7
<PAGE> 9
WORLD ACCESS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. Represents pro forma weighted average shares and basic and diluted
earnings from continuing operations per share. The weighted average
shares are computed assuming the issuance of (1) an aggregate of
4,713,128 shares issued for $75.0 million in connection with the
private placement of World Access common stock in conjunction with the
FaciliCom merger; (2) an aggregate of 942,627 shares issued to the
holders of the FaciliCom notes; (3) an aggregate 963,722 shares issued
to certain FaciliCom shareholders; and (4) 7,500,000 shares released
from escrow related to the acceleration of the Resurgens earn-out in
connection with the FaciliCom merger as of January 1, 1999. Due to the
pro forma loss from continuing operations potential common stock shares
related to stock options, stock warrants, convertible notes and
convertible preferred stock have been excluded from the diluted loss
per share as the inclusion of these potential common stock shares would
be anti-dilutive.

8
<PAGE> 10

SELLING SECURITY HOLDERS

Except for the holders named below who received common stock in the
February 7, 2000 private placement transaction, World Access issued the shares
of common stock offered by this prospectus in private placement transactions
with the holders named below in transactions exempt from the registration
requirements of the Securities Act. World Access issued common stock in the
February 7, 2000 private placement transaction outside the United States
pursuant to Regulation S under the Securities Act. The selling security holders
may from time to time offer and sell any or all of these shares pursuant to this
prospectus. For purposes of this prospectus, the term selling security holder
includes the holders named below, the beneficial owners of these shares and
their transferees, pledgees, donees or other such successors. The percent of
beneficial ownership for each stockholder is based on 59,675,996 shares of
common stock outstanding as of March 24, 2000.

The following table sets forth information with respect to the selling
security holders as of March 24, 2000 and the shares beneficially owned by them
that they may offer pursuant to this prospectus. We have obtained this
information from the selling security holders.

9
<PAGE> 11

<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK
COMMON STOCK BENEFICIALLY PERCENTAGE OF
BENEFICIALLY SHARES OF OWNED COMMON STOCK
OWNED COMMON UPON BENEFICIALLY OWNED
PRIOR TO STOCK COMPLETION UPON COMPLETION
SELLING SECURITY HOLDERS OFFERING(1) OFFERED HEREBY OF OFFERING OF OFFERING
- ------------------------ ------------ -------------- ------------ ------------------
<S> <C> <C> <C> <C>
Stephen Besen......................... 13 13(11) -- --
J. Elliott Blaydes, Jr. IRA........... 32 32(11) -- --
Richard Blume......................... 407 407(11) -- --
Marc Brawer........................... 30 30(11) -- --
Barry Brooks.......................... 45 45(11) -- --
E. Blake Byrne........................ 54 54(11) -- --
G. Scott Cantini...................... 68 68(11) -- --
John Castellano....................... 487 487(11) -- --
Maurice Castellano.................... 60 60(11) -- --
Robert Castellano..................... 315 315(11) -- --
William Castellano.................... 73 73(11) -- --
Milton Ciplet......................... 175 175(11) -- --
Combermere Corp. BSSCMaster Def Contri
P/S/P............................... 156 156(11) -- --
Anna H. Connard....................... 68 68(11) -- --
Brackenridge Costin................... 326 326(11) -- --
Stephen Jay Dell...................... 169 169(11) -- --
Frederick A. DeLuca................... 243 243(11) -- --
Shawmut Nat'l Trust Co., Trustee,
Frederick Deluca 101 Qualified
Annuity Trust....................... 730 730(11) -- --
The Dimitri Villard Revocable Living
Trust Dated 6/2/92.................. 68 68(11) -- --
Peter & Gale Elliott.................. 280 280(11) -- --
Ian D. Fair........................... 2,242 2,242(11) -- --
FEW INC............................... 157 157(11) -- --
Four Seasons Venture II AS............ 24,457 24,457(11) -- --
Clifford Friedland.................... 3,015 3,015(11) -- --
Clifford Friedland 1997 Trust f/b/o
Hunter Taylor....................... 61 61(11) -- --
Friedland Clifford Friedland 1997
Trust f/b/o Myles Friedland......... 61 61(11) -- --
Clifford Friedland 1997 Trust f/b/o
Penelope Jane Friedland............. 61 61(11) -- --
Penelope J. Friedland................. 226 226(11) -- --
Meg Friedman.......................... 15 15(11) -- --
Beth Glassman, IRA.................... 13 13(11) -- --
David Glassman........................ 3,197 3,197(11) -- --
Steven Glassman....................... 13 13(11) -- --
Global Asset Allocation Consultants,
Inc................................. 156 156(11) -- --
Global Private Equity III L.P......... 134,182 134,182(11) -- --
Global Private Equity III-A L.P....... 68,803 68,803(11) -- --
Global Private Equity III-B L.P....... 3,158 3,158(11) -- --
Global Private Equity III-C L.P....... 13,157 13,157(11) -- --
Ted M. Goldberg....................... 27 27(11) -- --
Gruntal & Co. Incorporated............ 91 91(11) -- --
Noreen Hochberger..................... 30 30(11) -- --
Island Trading Co..................... 15,852 15,852(11) -- --
Seth A. Joseph........................ 704 704(11) -- --
Seth Joseph for 401k University Clinic
Center.............................. 28 28(11) -- --
Neil Kaiser........................... 30 30(11) -- --
John D. Kilmartin, Jr................. 82 82(11) -- --
Kinston PathologyPA P/S/P TR F/B/O
Sylvanus W. Nye..................... 81 81(11) -- --
William Kornreich..................... 39 39(11) -- --
James G. Kreissman.................... 54 54(11) -- --
Frank Kunzig.......................... 355 355(11) -- --
Kenneth Levine........................ 6 6(11) -- --
Jordan Levinson....................... 30 30(11) -- --
Eliezer J. Livnat..................... 707 707(11) -- --
Richard Lohmann....................... 91 91(11) -- --
</TABLE>

10
<PAGE> 12

<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK
COMMON STOCK BENEFICIALLY PERCENTAGE OF
BENEFICIALLY SHARES OF OWNED COMMON STOCK
OWNED COMMON UPON BENEFICIALLY OWNED
PRIOR TO STOCK COMPLETION UPON COMPLETION
SELLING SECURITY HOLDERS OFFERING(1) OFFERED HEREBY OF OFFERING OF OFFERING
- ------------------------ ------------ -------------- ------------ ------------------
<S> <C> <C> <C> <C>
James V. Lyons, MD SEP/IRA............ 28 28(11) -- --
Scott Peter MacIntosh................. 344 344(11) -- --
Eileen Margolis....................... 184 184(11) -- --
Charles E. Mather..................... 68 68(11) -- --
Max Goldring Trust, F/B/OPaul
Garrett............................. 82 82(11) -- --
Jack McConnaughy JEMC................. 1,121 1,121(11) -- --
James & Holly McConnaughy............. 24 24(11) -- --
Meespierson (Bahamas) Ltd............. 60 60(11) -- --
Lawrence Mestel....................... 137 137(11) -- --
Ibrahim Morales....................... 54 54(11) -- --
MRS Investments Inc................... 324 324(11) -- --
Barry F. Nathanson.................... 897 897(11) -- --
Northeast Securities.................. 3 3(11) -- --
Beale H. OngP/P & TR.................. 45 45(11) -- --
Gary Ostrow........................... 620 620(11) -- --
Richard Ostrow........................ 63 63(11) -- --
Roberta Ostrow........................ 56 56(11) -- --
Bernabe P. Palomares MD IRA........... 72 72(11) -- --
Elba B. Palomares MD IRA.............. 72 72(11) -- --
Parfield Limited...................... 10 10(11) -- --
Parsons & Ouverson P.A. P/S/P......... 63 63(11) -- --
Alan Phillips......................... 30 30(11) -- --
Barry Plost........................... 54 54(11) -- --
Anthony Pugliese III.................. 121 121(11) -- --
Robert Pumphrey, Jr. MD P/S/P......... 162 162(11) -- --
River Investments & Holdings, Inc..... 78 78(11) -- --
Audie Rolnick......................... 235 235(11) -- --
Audie Rolnick and Eileen Rolnick Ten
Ent................................. 24 24(11) -- --
Gerard Romain MD...................... 63 63(11) -- --
Glenn & Joan Rozansky Joint Tenants... 313 313(11) -- --
David Ruocco.......................... 184 184(11) -- --
Colin Rydings......................... 953 953(11) -- --
Mark Andrew Rydings................... 10 10(11) -- --
Mark & Diane Rydings.................. 168 168(11) -- --
Jeremy Neil Rydings................... 180 180(11) -- --
Dennis L. Schaefer.................... 169 169(11) -- --
Robert S. Schwartz.................... 646 646(11) -- --
Larry Seidlin......................... 231 231(11) -- --
Dean Witter Reynolds Custodian FBO
Larry Seidlin IRA................... 20 20(11) -- --
Wendy Seidlin......................... 154 154(11) -- --
Wendy Seidlin for Wendy Seidlin,
P.A................................. 9 9(11) -- --
Judy Reed Smith....................... 36 36(11) -- --
Brian David Solomon/UGMA/Gregory
Michael Solomon..................... 68 68(11) -- --
Daniel Ethan Solomon/UGMA/Gregory
Michael Solomon..................... 68 68(11) -- --
Gregory Michael Solomon............... 205 205(11) -- --
Matthew Steven Solomon/UGMA/Gregory
Michael Solomon..................... 68 68(11) -- --
Southern Medical Associates P/S/P..... 156 156(11) -- --
St. Ann's Investment Company Ltd...... 627 627(11) -- --
Sunny Isles Marine Services S.A....... 1,121 1,121(11) -- --
Richard C. Ten Eyck................... 18 18(11) -- --
James Thomas, Sr. MD IRA.............. 162 162(11) -- --
Fiona J. Tilley....................... 273 273(11) -- --
Toxford Corporation S.A............... 119 119(11) -- --
Ned Van Zandt......................... 30 30(11) -- --
David John Raphael Varah.............. 1 1(11) -- --
David Weiss & Howard Weiss JTWROS..... 64 64(11) -- --
Leonard Weiss......................... 76 76(11) -- --
Gilbert B. Wolfenson.................. 21 21(11) -- --
</TABLE>

11
<PAGE> 13

<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK
COMMON STOCK BENEFICIALLY PERCENTAGE OF
BENEFICIALLY SHARES OF OWNED COMMON STOCK
OWNED COMMON UPON BENEFICIALLY OWNED
PRIOR TO STOCK COMPLETION UPON COMPLETION
SELLING SECURITY HOLDERS OFFERING(1) OFFERED HEREBY OF OFFERING OF OFFERING
- ------------------------ ------------ -------------- ------------ ------------------
<S> <C> <C> <C> <C>
Prudential High Yield Fund,
Inc.(12)............................ 261,277 261,277(10) -- --
Prudential Series Fund, Inc. High
Yield Bond Portfolio(12)............ 80,388 80,388(10) -- --
Prumerica Worldwide Investors
Portfolio High Yield Bond
Fund(12)............................ 20,111 20,111(10) -- --
AIM High Yield Fund................... 936,166 936,166(10) -- --
AIM High Yield Fund II................ 120,611 120,611(10) -- --
AIM VI High Yield Fund................ 5,611 5,611(10) -- --
AIM Capital Strategic Income Fund..... 12,055 12,055(10) -- --
Scudder Portfolio Trust-Scudder High
Yield Bond Fund(13)................. 40,222 40,222(10) -- --
Kemper Variable Series-Kemper High
Yield Portfolio(13)................. 52,277 52,277(10) -- --
Kemper Strategic Income Fund.......... 52,277 52,277(10) -- --
Kemper High Income Trust(13).......... 28,111 28,111(10) -- --
Kemper Multi-Market Income
Trust(13)........................... 12,055 12,055(10) -- --
Kemper High Yield Series-Kemper High
Yield Fund(13)...................... 655,222 655,222(10) -- --
Kemper High Yield Series-Kemper High
Yield Opportunity Fund(13).......... 4,055 4,055(10) -- --
LB Series Fund, Inc., High Yield
Portfolio........................... 361,777 361,777(10) -- --
Lutheran Brotherhood High Yield
Fund................................ 80,388 80,388(10) -- --
Rainbow Futures Partners, Ltd......... 14,055 14,055(10) -- --
Rainbow Trading Systems, Inc.......... 4,055 4,055(10) -- --
Rainbow Trading Corporation........... 4,055 4,055(10) -- --
Stanford C. Finney, Jr................ 6,055 6,055(10) -- --
Shinnecock Investment Partners........ 12,055 12,055(10) -- --
The George Putnam Fund of Boston...... 5,278 5,278(10) -- --
Putnam Income Fund.................... 7,222 7,222(10) -- --
Putnam High Yield Trust............... 45,444 45,444(10) -- --
Putnam Balanced Retirement............ 778 778(10) -- --
Putnam High Yield Advantage........... 34,611 34,611(10) -- --
Putnam High Income Convertible........ 778 778(10) -- --
PCM High Yield Fund................... 8,611 8,611(10) -- --
Putnam VT Global Asset Allocation..... 2,000 2,000(10) -- --
Putnam Master Income Trust............ 4,055 4,055(10) -- --
Putnam Premier Income Trust........... 11,222 11,222(10) -- --
Putnam Master Intermediate Trust...... 6,444 6,444(10) -- --
Putnam Diversified Income Trust....... 49,444 49,444(10) -- --
Putnam Convertible OPPT & Income
Fund................................ 778 778(10) -- --
Putnam Asset Allocation Growth........ 2,000 2,000(10) -- --
Putnam Asset Allocation Balanced...... 4,388 4,388(10) -- --
Putnam Asset Allocation
Conservative........................ 1,611 1,611(10) -- --
Putnam Managed High Yield Trust....... 2,000 2,000(10) -- --
Putnam Diversified Income Trust....... 2,388 2,388(10) -- --
Putnam VT Diversified Income Trust.... 6,055 6,055(10) -- --
Putnam High Yield Fixed Income Fund,
LLC................................. 1,833 1,833(10) -- --
Ameritech Corporation-High Yield...... 3,222 3,222(10) -- --
Lincoln National High Yield........... 444 444(10) -- --
John Hancock High Yield Bond Fund..... 76,333 76,333(10) -- --
Oppenheimer Millennium Strategic
Income Fund......................... 2,000 2,000(10) -- --
Oppenheimer Champion Income Fund...... 28,111 28,111(10) -- --
Oppenheimer High Yield Fund........... 43,833 43,833(10) -- --
Oppenheimer Strategic Income Fund..... 167,222 167,222(10) -- --
Kelvin Engineering Limited............ 14,055 14,055(10) -- --
Walmont Management Limited............ 8,055 8,055(10) -- --
Ominvest Bermuda Limited.............. 8,055 8,055(10) -- --
Global Select Sicav-Sub Fund III...... 10,055 10,055(10) -- --
Turnberry Capital Management.......... 38,111 38,111(10) -- --
Morgan Stanley & Co. Incorporated..... 5,685,610(14) 5,685,111(10) 499 *
</TABLE>

12
<PAGE> 14

<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK
COMMON STOCK BENEFICIALLY PERCENTAGE OF
BENEFICIALLY SHARES OF OWNED COMMON STOCK
OWNED COMMON UPON BENEFICIALLY OWNED
PRIOR TO STOCK COMPLETION UPON COMPLETION
SELLING SECURITY HOLDERS OFFERING(1) OFFERED HEREBY OF OFFERING OF OFFERING
- ------------------------ ------------ -------------- ------------ ------------------
<S> <C> <C> <C> <C>
Jeffries & Company.................... 54,167 54,167(10) -- --
NETnet International S.A.(15)......... 786,111 786,111(16) -- --
HOLDERS OF COMMON STOCK RECEIVED IN
DECEMBER 7, 1999 PRIVATE PLACEMENT
Erie Indemnity Company................ 125,683 125,683 -- --
Erie Insurance Exchange............... 502,734 502,734 -- --
Geocapital V, L.P.(17)................ 1,211,982 1,211,982 -- --
Geocapital Advisors, L.P.(17)......... 36,900 36,900 -- --
Geocapital Investors V, L.P.(17)...... 7,952 7,952 -- --
Gilbert Global Equity Partners,
L.P.(18)............................ 1,443,887 1,443,887 -- --
Gilbert Global Equity Partners
(Bermuda), L.P.(18)................. 441,364 441,364 -- --
Zilkha Capital Partners, L.P.(19)..... 816,942 816,942 -- --
Cecile E. Zilkha...................... 31,421 31,421 -- --
Ezra K. Zilkha........................ 94,263 94,263 -- --
HOLDERS OF COMMON STOCK
RECEIVED IN FEBRUARY 7, 2000
PRIVATE PLACEMENT
Nairobi Holdings Limited.............. 459,770 459,770 -- --
Kleinwort Benson (Guernsey) Limited... 20,000 20,000 -- --
Kleinwort Benson Citibank Depot....... 42,200 42,200 -- --
Kleinwort Benson (Jersey) Limited..... 167,685 167,685 -- --
HSBC PLC A/C Clients.................. 1,103,449 1,103,449 -- --
Crescent Holding GmbH................. 125,000 125,000 -- --
Mercury Offshore Sterling
Trust -- Global Equity Fund......... 11,000 11,000 -- --
Royal Bank of Scotland as trustees for
Mercury Global Titan Fund........... 5,300 5,300 -- --
Mercy Offshore Sterling Trust -- North
American Fund....................... 23,000 23,000 -- --
Mercury Select Trust -- US Dollar
Global Balanced Fund................ 24,000 24,000 -- --
Mercury Select Trust -- Global Equity
Fund................................ 24,000 24,000 -- --
Mercury Select Trust -- European
Balanced Fund....................... 3,300 3,300 -- --
Mercury Select Trust -- North American
Fund................................ 590,000 590,000 -- --
Royal Bank of Scotland as trustees for
Mercury American Fund............... 120,400 120,400 -- --
St. James's Place International Unit
Trust............................... 183,908 183,908 -- --
Wimple Limited........................ 229,885 229,885 -- --
Instituto Nazionale Delle
Assicurazioni....................... 229,885 229,885 -- --
HOLDER OF COMMON STOCK
RECEIVED IN FEBRUARY 23, 2000
PRIVATE PLACEMENT
Esru Investments LLC.................. 459,770 459,770 -- --
OTHER SELLING STOCKHOLDERS
Jeff Becker........................... 24,187 24,187 -- --
William G. Benston.................... 9,000 9,000(20) -- --
Michael Billingsley(21)............... 55,250 55,250 -- --
R. Scott Birdwell..................... 135,938 135,938 -- --
R. Darby Boland....................... 20,000 15,000(22) 5,000 *
Buis & Co. ........................... 20,312 20,312 -- --
Wilkie S. Colyer...................... 20,000 20,000(20) -- --
Comm/Net Holding Liquidating Trust.... 63,812 63,812 -- --
El Camino Resources, Ltd.............. 74,074 74,074 -- --
EPIC Interests, Inc................... 640,204 640,204 -- --
D. Bailey Izard....................... 9,000 9,000(20) -- --
Chris Johns........................... 10,375 10,375 -- --
</TABLE>

13
<PAGE> 15

- ---------------
* Less than one percent.

(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Unless otherwise noted, we believe that all persons
named in the table have sole voting and investment power with respect to
the shares beneficially owned by them.

(2) Lawrence C. Tucker, a partner at Brown Brothers Harriman & Company, the
general partner of The 1818 Fund III, L.P., is a member of the World Access
Board of Directors.

(3) Includes 1,739,130 shares of common stock issuable upon conversion of
20,000 shares of 4.25% Cumulative Senior Perpetual Convertible Preferred
Stock, Series A which the 1818 Fund III, L.P. has an option to purchase.

(4) Represents shares of common stock issuable upon conversion of shares of
4.25% Cumulative Senior Perpetual Convertible Preferred Stock, Series A.

(5) Kirby J. Campbell, Bryan Cipoletti and Dru A. Sedwick, Chief Executive
Officer and Treasurer, Vice President, and President, respectively, of
Armstrong International Telecommunications, Inc., are members of the World
Access Board of Directors.

(6) Represents shares of common stock issuable upon conversion of shares of
Convertible Preferred Stock, Series C.

(7) Mr. Burmeister is the President of World Access and a member of the World
Access Board of Directors. Mr. Burmeister's amount of stock beneficially
owned includes 195,490 shares of common stock issuable upon the exercise of
non-qualified stock options.

(8) Mr. Gardener is a Manager for World Access Telecommunications Group, Inc.
("WATG"), a wholly-owned subsidiary of World Access.

(9) Long Distance International Inc. ("LDI") has advised us that it may
distribute all or a portion of the shares represented hereby to its
shareholders on a pro rata basis. The LDI shareholders and their pledgees,
donees, transferees and successors in interest may sell these shares in
accordance with the Plan of Distribution.

(10) Represents shares of common stock issuable upon conversion of shares of
Convertible Preferred Stock, Series D.

(11) Represents shares of common stock issuable upon conversion of shares of
Convertible Preferred Stock, Series D, beneficially owned by LDI that may
be received pursuant to a pro rata distribution of such shares by LDI to
its shareholders. This prospectus also relates to the sale of any shares so
distributed by the LDI shareholders and their pledgees, donees, transferees
and successors in interest in accordance with the Plan of Distribution.

14
<PAGE> 16

(12) The selling stockholders are registered investment corporations to which
The Prudential Investment Corporation ("PIC") acts as an investment
advisor. PIC may be deemed to be the beneficial owner of the preferred
stock owned by these selling security holders. PIC disclaims beneficial
ownership of the preferred stock owned by these selling security holders.

(13) Scudder Kemper Investments, Inc. acts as investment manager for each of
these selling security holders and may be deemed to beneficially own the
shares being registered for these selling security holders.

(14) Includes 499 shares held by Morgan Stanley & Company, Inc. for clients'
accounts of which Morgan Stanley & Company, Inc. may be deemed to
beneficially own.

(15) NETnet International S.A. ("NETnet") has advised us that it may distribute
all or a portion of the shares represented hereby to its shareholders on a
pro rata basis. The NETnet shareholders and their pledgees, donees,
transferees and successors in interest may sell these shares in accordance
with the Plan of Distribution.

(16) Represents shares of common stock issuable upon conversion of shares of
Convertible Preferred Stock, Series D, beneficially owned by NETnet that
may be distributed pro rata by NETnet to its shareholders. This prospectus
also relates to the sale of any shares so distributed by the NETnet
shareholders and their pledgees, donees, transferees and successors in
interest in accordance with the Plan of Distribution.

(17) Stephen J. Clearman, a principal of Geocapital Partners, is a member of the
World Access Board of Directors.

(18) Massimo Prelz Oltramonti, a principal at Gilbert Global Equity Partners,
L.L.C., is a member of the World Access Board of Directors.

(19) John P. Rigas, Managing Partner of Zilkha Capital Partners, L.P., is a
member of the World Access Board of Directors.

(20) Represents shares of common stock issuable upon the exercise of warrants
issued by World Access to employees of The Breckenridge Group, Inc. in
payment of fees for consulting services rendered by Breckenridge.

(21) Mr. Billingsley is a sales employee of WATG.

(22) Represents shares of common stock issued to R. Darby Boland in settlement
of certain litigation.

(23) Represents shares of common stock issued to Long Aldridge & Norman LLP in
partial payment of legal fees.

(24) Includes 1,000 shares held in a joint account with Jennifer T. McClure, 500
shares held in a custodial account for Alan A. McClure, Jr., 500 shares
held in a custodial account for Elizabeth T. McClure and 500 shares held in
a custodial account for Robinson C. McClure.

(25) Includes 5,887,452 shares held by WorldCom Network Services, Inc., a wholly
owned subsidiary of MCI WorldCom, Inc., of which MCI WorldCom, Inc. has
indirect beneficial ownership.

(26) The shares represented hereby were issued by World Access on February 25,
2000 as consideration for the purchase by World Access from NewTel Inc. of
all of the issued and outstanding membership interests of NewTel LLC.

(27) Represents shares of common stock issuable upon the exercise of warrants
issued by World Access in payment of fees for consulting services rendered
in connection with the purchase of certain assets from LDI.

(28) Resurgens Partners LLC has advised us that it may distribute all or a
portion of the shares represented hereby to certain holders of options to
acquire membership interests in Resurgens Partners LLC upon the exercise of
such options and the redemption or such membership interests. The holders
of options to acquire membership interests in Resurgens Partners LLC, each
of whom will beneficially own less than 1% of the outstanding shares of
common stock upon a distribution by Resurgens Partners LLC, include: Dennis
Bay (Executive Vice President of U.S. Sales of WATG), Fred Bigney (Vice
President of Network Planning of WATG), A.C. Brown, Garland Burson, Robert
Carrabis (Vice President of Engineering of WATG), Ronald Coleman (Vice
President of Network Operations of WATG), Ginger Cook, Darlene Cruz, Carlos
Dixon, Ronald Feinman, Victor Goetz (Executive Vice President of Finance of
WATG), Richard Heidecke (Vice President of Legal of WATG), Terry Holland,
William Holt, Roy Jones, Robert Justin (Director of Switch Operations of

15
<PAGE> 17

WATG), Joseph May, Gary Sanders (Director of Provisioning of WATG), Joseph
Troche, Ann Wallace, John A. Warner and Edward Warr (Vice President of U.K.
Operations of WATG). These Resurgens Partners LLC optionholders and their
pledgees, donees, transferees and successors in interest may sell these
shares in accordance with the Plan of Distribution.

(29) Mr. Somers is a Senior Vice President of Operations for WATG.

(30) Ms. Somers is a Manager for WATG.

(31) Dennis D. Somers, President and majority shareholder of Teleplus
Telecommunications, Inc., is a Director of Billing and Audits for WATG.

Except as noted above, none of the selling security holders has, or within the
past three years has had, any position, office or other material relationship
with World Access or any of our predecessors or affiliates. The selling security
holders identified above may have sold, transferred or otherwise disposed of all
or a portion of their shares, in transactions exempt from the registration
requirements of the Securities Act, since the date on which they provided the
information regarding their shares. If required, we may identify and provide
additional selling security holders and information with respect to them in one
or more prospectus supplements.

16
<PAGE> 18

PLAN OF DISTRIBUTION

As used herein, "selling security holders" includes donees, pledgees,
transferees or other successors-in-interest selling shares received after the
date of this prospectus from a named selling security holder as a gift, pledge,
partnership distribution or other non-sale related transfer. The selling
security holders may offer all or part of the shares included in this prospectus
from time to time in one or more types of transactions (which may include block
transactions) on applicable exchanges or automated interdealer quotation
systems, in negotiated transactions, through put or call options transactions
relating to the securities offered by this prospectus, through short sales or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Each selling security holder
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The methods by which the selling security holders
may resell their shares include, but are not limited to, the following:

- a cross or block trade in which the broker or dealer engaged by a selling
security holder will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction;

- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account;

- an exchange distribution in accordance with the rules of such exchange;

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

- negotiated transactions;

- short sales or borrowing, returns and reborrowings of the shares pursuant
to stock loan agreements to settle short sales;

- pledge and hedging transactions with broker-dealers or other financial
institutions;

- delivery in connection with the issuance of securities by issuers, other
than us, that are exchangeable for (whether on an optional or mandatory
basis), or payable in, such shares (whether such securities are listed on
a national securities exchange or otherwise) or pursuant to which such
shares may be distributed; and

- a combination of any such methods of sale or distribution.

In effecting sales, brokers or dealers engaged by a selling security holder
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from a selling security holder
or from the purchasers in amounts to be negotiated immediately prior to the
sale. A selling security holder may also sell the shares in accordance with Rule
144 or Rule 144A under the Securities Act or pursuant to other exemptions from
registration under the Securities Act.

If the securities offered by this prospectus are sold in an underwritten
offering, the underwriters may acquire them for their own account and may
further resell these securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The names of the underwriters
with respect to any such offering and the terms of the transactions, including
any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers, if any, will
be set forth in a prospectus supplement relating to such offering. Any public
offering price and any discounts, concessions or commissions allowed or
reallowed or paid to broker-dealers may be changed from time to time. Unless
otherwise set forth in a prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the securities
specified in such prospectus supplement if any such shares are purchased.
Brokers who borrow the securities to settle short sales of securities and who
wish to offer and sell the securities under circumstances requiring use of the
prospectus or making use of the prospectus desirable may use this prospectus.
This prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution.
17
<PAGE> 19

From time to time the security holders may engage in short sales, short
sales against the box, puts, calls and other transactions in our securities, or
derivatives thereof, and may sell and deliver the shares offered by this
prospectus in connection therewith.

We will not receive any of the proceeds from the sales of the securities by
the security holders pursuant to this prospectus. We will, however, bear certain
expenses in connection with the registration of the securities being offered by
the selling security holders, including all costs, expenses and fees incident to
the offering and sale of the securities to the public other than any commissions
and discounts of underwriters, dealers or agents and any transfer taxes.

Our common stock is listed for trading on the Nasdaq National Market, and
the shares offered by this prospectus have been approved for quotation on
Nasdaq.

In order to comply with the securities laws of certain states, the selling
security holders may only sell the securities through registered or licensed
brokers or dealers. In addition, in certain states, the selling security holders
may only sell the securities if they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirements of such state is available and is complied with.

A selling security holder, and any broker dealer who acts in connection
with the sale of shares hereunder, may be deemed an underwriter within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the securities as principal might be deemed
underwriting discounts and commissions under the Securities Act. We have agreed
to indemnify certain of the selling security holders, underwriters and other
participants in an underwriting or distribution of the securities and their
directors, officers, employees and agents against certain liabilities including
liabilities arising under the Securities Act. Because the selling security
holders may be deemed underwriters within the meaning of Section 2(11) of the
Securities Act, the selling security holders will be subject to the prospectus
delivery requirements of the Securities Act.

We are permitted to suspend the use of this prospectus in connection with
the sales of securities by selling security holders upon the happening of
certain events. These include the existence of any fact that makes any statement
of material fact made in this prospectus untrue or that requires the making of
additions to or changes in this prospectus in order to make the statements
herein not misleading. The suspension will continue until such time as we advise
the selling security holders that use of the prospectus may be resumed, in which
case the period of time during which we are required to maintain the
effectiveness of the registration statement shall be extended. Additionally, the
selling security holders will be prohibited from using this prospectus in
connection with a sale of securities during the 21 calendar day period prior to
the end of each of our fiscal quarters and our fiscal year end until three
business days after we release our earnings for such quarter or year end. World
Access will bear the expense of preparing and filing the registration statement
and all post-effective amendments.

LEGAL MATTERS

Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain legal
matters regarding the securities offered by this prospectus. LAN Equities
Partnership, L.P., an affiliate of Long Aldridge & Norman LLP, is the owner of
68,542 of the shares of common stock being registered pursuant to this
registration statement.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the years ended December 31, 1999 and 1998, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our consolidated financial statements and schedules are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.

18
<PAGE> 20

The financial statements of World Access, Inc. for the year ended December
31, 1997 incorporated in this prospectus by reference to the Annual Report on
Form 10-K of World Access, Inc. for the year ended December 31, 1999 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, dated March 5, 1998, except for the discontinued
operations described in Note C, which are as of March 14, 2000, given on the
authority of that firm as experts in auditing and accounting.

The consolidated financial statements of FaciliCom International, Inc. and
subsidiaries incorporated in this World Access, Inc. registration statement by
reference to the World Access, Inc. Current Report on Form 8-K dated December
22, 1999, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is also incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Federal securities laws require us to file information with the Securities
and Exchange Commission concerning our business and operations. Accordingly, we
file annual, quarterly and special reports, proxy statements and other
information with the Commission. You can inspect and copy this information at
the public reference facility maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You can also do so at
the following regional offices of the Commission:

New York Regional Office
Seven World Trade Center
Suite 1300
New York, New York 10048

Chicago Regional Office
Northwest Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661

You can get additional information about the operation of the Commission's
public reference facilities by calling the Commission at 1-800-SEC-0330. The
Commission also maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding companies that,
like us, file information electronically with the Commission. You can also
inspect information about us at the offices of the Nasdaq Stock Market, 1735 K
Street, N.W., Washington, D.C. 20006.

This prospectus is part of a registration statement that we filed with the
Commission and omits certain information contained in the registration statement
as permitted by the Commission. Additional information about the Company and our
common stock is contained in the registration statement on Form S-3 of which
this Prospectus forms a part, including certain exhibits and schedules. You can
obtain a copy of the registration statement from the Commission at the street
address or Internet site listed above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered part of this prospectus, and later information that we file with the
Commission will automatically update and supersede this information. We
incorporate by reference documents listed below and any future filings made with
the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until the selling security holders sell all their shares offered by this
prospectus.

19
<PAGE> 21

We have filed the following documents with the Commission:

- Our Annual Report on Form 10-K for the year ended December 31, 1999,
filed on March 30, 2000. (File Number 0-29782);

- Our Current Report on Form 8-K filed March 1, 2000 relating to the
acquisition of WorldxChange (event date: February 11, 2000) (File Number
0-29782);

- Our Current Report on Form 8-K filed March 1, 2000 relating to the
acquisition of STAR Telecommunications (event date: February 11, 2000)
(File Number 0-29782);

- Our Current Report on Form 8-K filed February 28, 2000 (event date:
February 11, 2000) (File Number 0-29782);

- Our Current Report on Form 8-K/A filed February 22, 2000 (event date:
December 7, 1999) (File Number 0-29782);

- Our Current Report on Form 8-K filed February 9, 2000 (event date:
February 2, 2000);

- The consolidated financial statements of FaciliCom International, Inc.
for the year ended September 30, 1999 (File Number 0-29782) included in
World Access Inc.'s Form 8-K filed on December 22, 1999;

- The risk factors included in our Registration Statement on Form S-3 (No.
333-79097), filed with the Commission on May 21, 1999, as amended by
Amendment No. 1 to Form S-3 filed on August 31, 1999, Amendment No. 2 to
Form S-3 filed on October 7, 1999, and Amendment No. 3 to Form S-3 filed
on November 5, 1999; and

- Our description of common stock included in the Registration Statement on
Form S-4 (No. 333-67025), as filed with the Commission on November 10,
1998.

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
945 E. Paces Ferry Road
Suite 2200
Atlanta, Georgia 30326
Attention: Mr. Mark A. Gergel
Chief Financial Officer
Telephone: (404) 231-2025

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling security holders can
not offer any of these shares in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of the respective
document.

We have not authorized anyone, including brokers and dealers, to give any
information or make any representation not contained in this prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by us or any other person.

This prospectus does not constitute an offer to sell or solicitation of any
offer to buy any of the securities offered hereby in any jurisdiction in which
it is unlawful to make such offer or solicitation.

20
<PAGE> 22

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $263,713.78
Nasdaq Additional Listing Fee............................... 17,500.00
Accounting Fees and Expenses................................ 50,000.00
Legal Fees and Expenses..................................... 50,000.00
Printing and Mailing Expenses............................... 50,000.00
Miscellaneous Expenses...................................... 3,786.22
Total............................................. $435,000.00
</TABLE>

The foregoing items, except for the SEC Registration Fee, are estimated. We
will pay all of the above expenses. The selling security holders will pay their
own expenses, including expenses of their own counsel, broker or dealer fees,
discounts and expenses, and all transfer and other taxes on the sale of the
shares of common stock offered by this prospectus.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to any of its security holders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.

Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

Section 145 of the DGCL provides that in the case of an action by or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that such person is fairly
and reasonably entitled to indemnification.

Articles X and XI of the World Access, Inc. Amended Certificate of
Incorporation provide for indemnification of directors, officers and employees
to the fullest extent permissible under the DGCL.

Officers and directors of World Access are presently covered by insurance
which (with certain exceptions and with certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of such
insurance is borne by World Access as permitted by the DGCL.

II-1
<PAGE> 23

World Access has entered into separate indemnification agreements with its
directors and non-director officers at the level of Vice President and above.
These indemnification agreements provide as follows:

- there is a rebuttable presumption that the director or officer has met
the applicable standard of conduct required for indemnification;

- World Access will advance litigation expenses to a director or officer at
his request provided that he undertakes to repay the amount advanced if
it is ultimately determined that he is not entitled to indemnification
for such expenses;

- World Access will indemnify a director of officer for amounts paid in
settlement of a derivative suit;

- in the event of a determination by the disinterested members of the board
of directors or independent counsel that a director or officer did not
meet the standard of conduct required for indemnification, the director
or officer may contest this determination by petitioning a court or
commencing any arbitration proceeding conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association to make an
independent determination of whether such director or officer is entitled
to indemnification under his indemnification agreement; and

- World Access will reimburse a director or officer for expenses incurred
enforcing his rights under his indemnification agreement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS. The following exhibits are filed as part of this
registration statement.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S> <C>
5.1 -- Opinion of Long Aldridge & Norman LLP.
23.1 -- Consent of Long Aldridge & Norman LLP (included in Exhibit
5.1).
23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of World Access, Inc.
23.3 -- Consent of Deloitte & Touche LLP with respect to the
financial statements of FaciliCom International, Inc.
23.4 -- Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of World Access, Inc.
24.1 -- Power of Attorney of World Access (included in the signature
pages to this Registration Statement).
</TABLE>

(B) FINANCIAL STATEMENT SCHEDULES. The financial statement schedules that
are required by Regulation S-X are incorporated herein by reference to our
Annual Report on Form 10-K for the year ended December 31, 1999.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range

II-2
<PAGE> 24

may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in the post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

II-3
<PAGE> 25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Atlanta, state of Georgia, on March 29, 2000.

WORLD ACCESS, INC.

BY: /s/ JOHN D. PHILLIPS
------------------------------------
John D. Phillips
Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John D. Phillips and Mark A. Gergel, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of March 29, 2000.

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>

/s/ JOHN D. PHILLIPS Chairman and Chief Executive Officer
- ----------------------------------------------------- (Principal Executive Officer)
John D. Phillips

/s/ MARK A. GERGEL Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
Mark A. Gergel

/s/ MARTIN D. KIDDER Vice President and Corporate Controller
- ----------------------------------------------------- (Principal Accounting Officer)
Martin D. Kidder

/s/ WALTER J. BURMEISTER Director
- -----------------------------------------------------
Walter J. Burmeister

/s/ KIRBY J. CAMPBELL Director
- -----------------------------------------------------
Kirby J. Campbell
</TABLE>

II-4
<PAGE> 26

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>

/s/ BRYAN CIPOLETTI Director
- -----------------------------------------------------
Bryan Cipoletti

/s/ STEPHEN J. CLEARMAN Director
- -----------------------------------------------------
Stephen J. Clearman

/s/ JOHN P. IMLAY, JR. Director
- -----------------------------------------------------
John P. Imlay, Jr.

/s/ MASSIMO PRELZ OLTRAMONTI Director
- -----------------------------------------------------
Massimo Prelz Oltramonti

/s/ JOHN P. RIGAS Director
- -----------------------------------------------------
John P. Rigas

/s/ CARL E. SANDERS Director
- -----------------------------------------------------
Carl E. Sanders

/s/ DRU A. SEDWICK Director
- -----------------------------------------------------
Dru A. Sedwick

/s/ LAWRENCE C. TUCKER Director
- -----------------------------------------------------
Lawrence C. Tucker
</TABLE>

II-5
<PAGE> 27

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S> <C>
5.1 -- Opinion of Long Aldridge & Norman LLP.
23.1 -- Consent of Long Aldridge & Norman LLP (included in Exhibit
5.1).
23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of World Access, Inc.
23.3 -- Consent of Deloitte & Touche LLP with respect to the
financial statements of FaciliCom International, Inc.
23.4 -- Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of World Access, Inc.
24.1 -- Power of Attorney of World Access, Inc. (included in the
signature pages to this Registration Statement.
</TABLE>

<PAGE> 1
EXHIBIT 5.1

March 30, 2000

World Access, Inc.
945 E. Paces Ferry Road
Suite 2200
Atlanta, GA 30326

Re: World Access, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to World Access, Inc., a Delaware corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission for the registration of shares of common stock of the
Company owned of record by certain stockholders (the "Selling Stockholders").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, 45,664,723 shares (the "Shares") of
common stock, par value $.01 per share, of the Company.

The opinion hereinafter set forth is given to the Company pursuant to
Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion
rendered by this firm consists of the matter set forth in numbered paragraph (1)
below (our "Opinion"), and no other opinion is implied or to be inferred beyond
such matter. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.

Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.

In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Company's Certificate of Incorporation and Bylaws, as amended, and minutes of
proceedings of the Board of Directors and stockholders of the Company. In making
all of our examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, and the due
execution and delivery of all documents by any

<PAGE> 2

World Access, Inc.
March 30, 2000
Page 2

persons or entities where due execution and delivery by such persons or entities
is a prerequisite to the effectiveness of such documents.

As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of an officer of
the Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.

Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our Opinion therefore is governed by, the
General Corporation Law of the State of Delaware (the "Delaware Code"), we do
not herein express any opinion concerning any matter respecting or affected by
any laws other than the laws set forth in the Delaware Code that are now in
effect and that, in the exercise of reasonable professional judgment, are
normally considered in transactions such as the offering and sale of the Shares
as set forth in the Registration Statement. The Opinion hereinafter set forth is
based upon pertinent laws and facts in existence as of the date hereof, and we
expressly disclaim any obligation to advise you of changes to such pertinent
laws or facts that hereafter may come to our attention.

Based upon and subject to the foregoing, we are of the Opinion that:

(1) The Shares are validly issued, fully paid and nonassessable.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Registration Statement.

Very truly yours,

LONG ALDRIDGE & NORMAN LLP

By: /s/ LEONARD A. SILVERSTEIN
---------------------------------
Leonard A. Silverstein

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of World Access, Inc.
and subsidiaries for the registration of 45,664,723 shares of its common stock
and to the incorporation by reference therein of our report dated March 20,
2000, with respect to the consolidated financial statements and schedules of
World Access Inc. and subsidiaries included in its Annual Report (Form 10-K) for
the year ended December 31, 1999, filed with the Securities and Exchange
Commission.

/s/ Ernst and Young LLP

Atlanta, Georgia
March 29, 2000

<PAGE> 1
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
World Access, Inc. on Form S-3 of our report, dated December 7, 1999, on the
consolidated financial statements of FaciliCom International, Inc. and
subsidiaries, appearing in the Current Report on Form 8-K dated December 22,
1999 of World Access, Inc., and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania

March 30, 2000

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 5, 1998, except for the
discontinued operations reclassifications in the Consolidated Statements of
Operations and Note C, which are as of March 14, 2000, relating to the financial
statements and financial statement schedules of World Access, Inc. for the year
ended December 31, 1997, which appears in World Access Inc.'s Annual Report on
Form 10-K, for the year ended December 31, 1999. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
March 29, 2000