U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-KSB

   |X|    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
          EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

   |_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
          EXCHANGE ACT OF 1934

                       Commission file number 033-303365C

                                   -----------

                            CCC GLOBALCOM CORPORATION
           (Name of Small Business Issuer as specified in its charter)

           Nevada                                       36-3693936
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                     1250 Wood Branch Park Drive, 6th Floor
                                 Houston, Texas
                                      77079
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (281) 529-4600

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

    Securities registered pursuant to Section 12(g) of the Exchange Act: None

                                   -----------

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. Yes |X| No |_|

         The Issuer's  revenues for the fiscal year ended December 31, 2002 were
$26,722,393.

         As of March 25, 2003,  37,247,251  shares of the Issuer's  common stock
were issued and outstanding of which 16,050,457 were held by  nonaffiliates.  As
of March 25, 2003,  the aggregate  market value of shares held by  nonaffiliates
(based upon the  average of the  closing ask and bid prices  reported by the OTC
Electronic Bulletin Board of $0.04) was approximately $642,000.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>
            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This  Form  10-KSB  contains  certain  statements,  such as  statements
regarding CCC GlobalCom  Corporation's  ("CCC  GlobalCom's")  future plans, that
constitute  forward-looking  statements within the meaning of Section 27A of the
Securities  Act of 1933,  as  amended,  and Section  21E of the  Securities  and
Exchange Act of 1934, as amended,  including certain statements  contained under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  concerning  our  expectations,  beliefs,  or  strategies  regarding
increased future revenues and operations, and certain statements contained under
"Business" concerning our future business plans.

         The  following   statements  are  or  may  constitute   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995:

         (i) any statements  contained or incorporated herein regarding possible
or assumed future results of operations of CCC GlobalCom's business, anticipated
cost savings or other  synergies,  the markets for CCC GlobalCom's  services and
products,   anticipated  capital   expenditures,   regulatory   developments  or
competition;

         (ii) any statements preceded by, followed by, or that include the words
"intends", "estimates", "believes", "expects", "anticipates", "should", "could",
or similar expressions; and

         (iii) other  statements  contained or incorporated by reference  herein
regarding matters that are not historical facts.

         Because such statements are subject to risks and uncertainties,  actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements;  factors that could cause actual  results to differ
materially include, but are not limited to:

         o    economic uncertainty;

         o    the effects of vigorous competition;

         o    the impact of  technological  change on our business,  alternative
              technologies,  and  dependence  on  availability  of  transmission
              facilities;

         o    the loss of any significant numbers of customers;

         o    changes in business strategy or development plans;

         o    the  cost  of  pursuing   acquisitions   and  new   business   and
              initiatives;

         o    an expansion of land-based communications systems;

         o    our significant indebtedness;

         o    the  availability  and terms of capital to fund our operations and
              the expansion of our business;

         o    risks of international business;

         o    regulatory risks in the United States and internationally;

         o    contingent liabilities;

         o    uncertainties regarding the collectability of receivables;

         o    risks associated with debt service  requirements and our financial
              leverage;

         o    uncertainties associated with the success of acquisitions;

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         o    loss of significant vendor carriers;

         o    ability to pay vendors and taxing authorities timely;

         o    the ongoing war on terrorism;

         o    and other factors referenced in this Report; and

         o    the other risks  referenced  from time to time in CCC  GlobalCom's
              filings with the Securities and Exchange Commission.

         Potential  purchasers of CCC GlobalCom  capital stock are cautioned not
to place  undue  reliance  on such  statements,  which speak only as of the date
thereof.

         The  cautionary  statements  contained  or referred to in this  section
should  be  considered  in  connection  with  any  subsequent  written  or  oral
forward-looking statements that may be issued by CCC GlobalCom or persons acting
on its behalf. We undertake no duty to update these forward-looking  statements,
even though our situation may change in the future.


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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                                 Page
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<S>        <C>                                                                                                    <C>
ITEM 1.    DESCRIPTION OF BUSINESS.................................................................................5
           General.................................................................................................5
           Acquisitions............................................................................................5
           Divestitures............................................................................................6
           Business................................................................................................6
           Overview................................................................................................6
           Industry................................................................................................7
           Description of Services.................................................................................8
ITEM 2.    PROPERTIES.............................................................................................14
ITEM 3.    LEGAL PROCEEDINGS......................................................................................14
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................................................14
ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS...........................15
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION.............................................16
           General................................................................................................16
           Results of Operations..................................................................................19
           Liquidity and Capital Resources........................................................................21
           Liquidity Assessment...................................................................................21
           Inflation..............................................................................................22
           Forward Outlook and Risks..............................................................................22
           Critical Accounting Policies...........................................................................26
           New Accounting Pronouncements..........................................................................28
           Certain Related Party Transactions.....................................................................28
ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................................................28
ITEM 8.    CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......................29
ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
           THE EXCHANGE ACT.......................................................................................29
ITEM 10.   EXECUTIVE COMPENSATION.................................................................................31
           Compensation Summary...................................................................................31
           Options/SAR Grants in Last Fiscal Year.................................................................33
           Aggregate Option Exercises and Number/Value of Unexercised Options.....................................33
           Compensation of Directors..............................................................................33
           Employment Agreements..................................................................................33
           2001 Stock Incentive Plan..............................................................................34
           Long-term Incentive Plan Awards........................................................................34
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.........................................35
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS...................................................36
           Employment Agreements-CCC GlobalCom Officers...........................................................36
           Stock Bonus to Officers................................................................................36
           Employment Agreements-Ciera Officers...................................................................37
           Settlement and Release Agreement.......................................................................37
           Services Provided by Affiliate of an Officer...........................................................37
           Consulting Agreement with Shareholder..................................................................37
           Stock Grants for Services Provided by Shareholders.....................................................37
           Consulting Services Provided by a Board Member.........................................................37
ITEM 13.   EXHIBITS,  AND REPORTS ON FORM 8-K.....................................................................38
ITEM 14.   CONTROLS AND PROCEDURES................................................................................38
</TABLE>


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                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

General

         CCC GlobalCom  Corporation ("CCC GlobalCom") ("the Company"),  a Nevada
corporation,  is an  Integrated  Communications  Provider  (ICP) that provides a
range of communication  services to both U.S. and international  residential and
business customers.  We are primarily a switch-based company, which means we use
a strategic deployment of network switches to provide communication  services to
our  long-distance  customers.  We also purchase local  telephone  communication
services from Incumbent Local Exchange Carriers (ILECs) on a wholesale basis. In
most cases,  these other providers are transparent to our customers.  The use of
our own  switches  reduces  our  overall  service  costs.  Our core  business is
communication  services,  which  includes  long-distance  voice and data,  local
service, and calling cards.

         During 2001 and 2002,  CCC GlobalCom  issued  1,805,147 and  2,287,768,
respectively,  shares of common stock to certain Directors,  Officers,  vendors,
and lenders  for  services  and goods.  The  issuance  of these  shares has been
accounted for in the consolidated  financial  statements by recording an expense
for the fair value of such shares  based on the market  price at the date of the
transaction.

         We  have  had  operating  losses  for  every  quarter  since  we  began
operations in June 2000.  The auditors'  opinion on our  consolidated  financial
statements as of December 31, 2002, calls attention to substantial  doubts about
our  ability to  continue  as a going  concern.  This  means that they  question
whether we can continue in business.  We have  experienced  difficulty in paying
our  vendors,  lenders,  and  taxing  authorities  on time in the past,  and may
experience  difficulty  in the  future.  If we are  unable  to pay our  vendors,
lenders, taxes, and taxing authorities on time, they may stop providing critical
services or repossess critical equipment that we need to stay in business.

         The Company has taken and continues to take actions to reduce operating
losses and improve  liquidity.  The Company has closed operations and facilities
in Irvine,  California,  St.  Louis,  Missouri,  and Cape  Girardeau,  Missouri;
reduced the number of  employees  from 133 to 89;  added voice over the Internet
(VoIP) capabilities thereby, reducing carrier costs; and eliminated nonessential
operating  expenses.  The  Company  has  signed an  Amended  and  Restated  Loan
Agreement with RFC Financial  Corporation  that provides for a revolving line of
credit and also  refinanced  $14,000,000  of line of credit to term  notes.  The
Company  is not in  compliance  with a certain  loan  covenant  but has not been
notified by RFC Financial  Corporation of an event of default.  See Management's
Discussion and Analysis for Plan of Operation for additional disclosure.

         We  serve  as a  holding  company  for  our  subsidiaries'  operations.
References herein to CCC GlobalCom,  "Company", "we", "our", or "us" include CCC
GlobalCom  Corporation  and  our  subsidiaries,  unless  the  context  otherwise
requires.

Acquisitions

         CCC  GLOBALCOM  CORPORATION.  We were,  prior to June 12,  2000,  named
Emerald Capital  Investments,  Inc. On June 9, 2000, we commenced  operations in
the  telecommunications  industry  through  the  acquisition  of  CCC  GlobalCom
Corporation,  a Texas corporation ("CCC Texas"). CCC Texas was formed in 1999 to
commence operations in the telecommunications  industry. CCC Texas has conducted
no  operations  except  for its  acquisition  of  Ciera  Network  Systems,  Inc.
("Ciera").  The  Company's  acquisition  of CCC  Texas,  and as a result of such
acquisition, the acquisition of Ciera, was accounted for as a reverse merger.

         EQUALNET  COMMUNICATIONS  CORP. On April 5, 2001,  we acquired  certain
assets of EqualNet  Communications  Corp., EqualNet Corporation and USC Telecom,
Inc.  (collectively  referred to as "Equalnet").  The assets purchased  included
various fixed assets,  contracts,  receivables and other tangible and intangible
assets related to Equalnet's long-distance business,  customer service business,
and  telephone  debit,  sales  and  service  business.  The  purchase  price  of
$8,161,511  was paid with  available  cash and proceeds from a revolving  credit
facility of $7,500,000 from RFC Capital, a division of Textron  Financial.  In a
related transaction, CCC GlobalCom purchased three switches used in the Equalnet
long-distance  business  for  $750,000  from d-Tel  Network,  L.L.C.,  a company
controlled  by the  Chairman  of the  Board  of  Equalnet.  At the  time  of the

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acquisition  of these assets,  Equalnet was subject to the  jurisdiction  of the
United States Bankruptcy Court and the purchase transaction was approved by such
court.

         OMNIPLEX COMMUNICATIONS, LLC. On September 11, 2001 we acquired certain
assets of Omniplex  Communications  Corporation.  The assets purchased  included
various fixed assets,  contracts,  receivables and other tangible and intangible
assets   related   to   Omniplex's    commercial    local   and    long-distance
telecommunications  business.  The purchase  price of  $8,298,704  was paid with
proceeds of $8,125,000  from a revolving  credit  facility  from RFC Capital,  a
division  of  Textron  Financial,  and  the  balance  with  available  cash.  In
connection  with the  acquisition,  a term sheet was drafted  whereby the lender
agreed in principle to exchange  $1,000,000 of its debt for warrants to purchase
our common stock at $4.00 per share.  The details of the warrants were finalized
in March 2002 and effective on September 7, 2001. In March 2002, debt to RFC was
reduced $500,000 pursuant to the terms of the warrant agreement.  At the time of
the acquisition of these assets, Omniplex was subject to the jurisdiction of the
United States Bankruptcy Court and the purchase transaction was approved by such
court.

         INCOMNET COMMUNICATIONS  CORPORATION. On November 30, 2001, we acquired
substantially  all  of  the  assets  of  Incomnet   Communications   Corporation
(Incomnet).  Incomnet was a long-distance service reseller authorized to conduct
business in 49 states. In addition to long-distance telephone service,  Incomnet
offered,  through a strategic partnership with Qwest, high-speed Internet access
and web hosting,  Virtual  Private  Networks,  Frame  Relay/ATM,  Internet-based
unified messaging,  ISDN and xDSL services.  The purchase price for the acquired
assets was $6,028,695,  payable as follows:  (1) $1,750,000 cash at closing from
the proceeds of a revolving line of credit with RFC Capital;  (2) a note payable
for  $750,000,  bearing  interest at 8% maturing  on May 30,  2002;  (3) 125,000
shares  of CCC  GlobalCom  common  stock;  and (4)  the  assumption  of  certain
liabilities which totaled $3,028,695.

         We are continuing to prudently evaluate other  opportunities that offer
us operational synergies, increased revenues or expanded distribution.

Divestitures

         CCC  GLOBALTEL de COLOMBIA,  SA. On March 18, 2003,  we entered into an
agreement with Teleinversiones  Ltda.  ("Teleinversiones"),  a limited liability
company organized under the laws of Colombia and domiciled in Bogota,  Colombia,
to sell 100% of our  interest in CCC  GlobalTel  de  Colombia.  The terms of the
agreement  call for  Teleinversiones  to pay CCC GlobalCom  $170,000 (less 15% -
Colombian  income and remittance  tax)  immediately and $10,000 on the first and
second  anniversary dates of the signed agreement.  The sale is pending approval
of the board of directors  and will be accounted  for in the first quarter 2003,
if approved.

Business

         Following is a description of our business.

         Our assets  include  network assets such as voice  switches,  which are
used to forward audio and data  information  from one point to another,  prepaid
calling  card  switches  that can be used for  prepaid 1+ dial access as well as
prepaid calling cards, and also include cash, investments,  accounts receivable,
furniture,  fixtures and equipment,  tariffs,  certain intangible assets,  other
long-term assets and other current assets.

Overview

         Our business includes:

         o    commercial local voice services;

         o    residential local voice services;

         o    commercial long-distance voice services;

         o    residential long-distance voice services; and

         o    prepaid calling card (debit card) services.

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<PAGE>

         We  believe  we  are  positioned  to  offer  traditional  communication
services to customers in selected niche markets in the U.S. and Mexico.

         We have four voice  switches that connect into multiple  provider fiber
networks,  which provide us with  significant  cost savings.  These switches are
located in Houston,  Texas,  Los Angeles,  California  and Miami,  Florida.  The
locations  of  these  switches  provide  us with  access  to major  carriers  of
international  traffic to the Pacific Rim,  Central  America,  South America and
Mexico.  During FY 2002 we added voice over the Internet (VoIP) capabilities and
plan to use more VoIP technology in FY 2003.

         Using our three prepaid  calling card switches in combination  with our
voice  switches  and local  voice  services  allows us to offer a wide  array of
prepaid services. The prepaid services offered include traditional calling card,
prepaid  calling card, and prepaid 1+ long  distance.  We believe the ability to
bundle these services,  combined with the convenience of use, differentiates our
offerings from those of our  competitors  and meets this niche  market's  unique
needs.

         Using  our  internal  support  infrastructure  we  intend  to  continue
providing  high-quality  customer  service.  We are  continuing to invest in our
customer support,  billing and provisioning systems to provide the customer with
a smooth  transition  to our  services and a  personalized  approach to on-going
support.

         We are  positioning  CCC GlobalCom for pursuing high growth in targeted
niche markets of our industry, primarily Hispanic and Latin American markets. We
believe this focus, combined with our extensive  switch-based network assets and
broad  product  offering,  should allow us to  penetrate  these  targeted  niche
markets in the U.S., Mexico and Latin America.

Industry

         LOCAL SERVICE. The communication services industry continues to change,
which provides opportunity and risk to the companies competing in these markets.
The Telecom Act provided significant opportunity for our business by opening the
U.S. local service markets to  competition,  but also adds  significant  risk by
allowing  the   traditional   local  phone   companies  to  provide   in-region,
long-distance services.

         LONG DISTANCE  SERVICE.  Retail  long-distance  minutes and other basic
communication  services  have  experienced  a decline  in price  resulting  from
competitive pressures,  the introduction of more efficient networks and advanced
technologies,  product  substitution,  and  deregulation.  Competition for these
products is based on price as well as on other differentiating factors, such as:
range  of  services  offered,  bundling  of  products,   customer  service,  and
communications quality, reliability and availability.

Strategy

         Because of changes in the communications  industry, our objective is to
leverage  our assets and  establish  a market  presence  to  maximize  cash flow
returns. We plan to:

         OPTIMIZE  RESOURCES:  We intend to focus on improving  margins and cash
flow. We plan to undertake  only those  initiatives  that can generate cash flow
without significant capital commitment.

         CREATE BRAND  RECOGNITION:  We intend to create brand awareness for our
name as well as the names of the  entities  for which we provide  private  label
services.

         LEVERAGE   SALES   CHANNELS:   We  intend  to  enhance   our   existing
telemarketing,  agent and  affinity  distribution  channels to grow our customer
base, enhance customer retention and expand our consumer product offerings.

         EXPAND  LOCAL  SERVICES:  We intend to continue to leverage the margins
provided by the  Unbundled  Network  Elements  and to market to  specific  niche
groups in selected areas.

         LEVERAGE  OPERATIONS  SUPPORT  SYSTEMS  AND  AUTOMATION:  We  intend to
continue to improve operation support systems and increase automation to improve
efficiency, enhance customer service and develop a platform for more value-added
services.

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         EXPAND  DEPLOYMENT OF VOICE  SWITCHES:  We intend to continue to expand
our  deployment of existing  voice  switches to provide  services at competitive
rates. We intend to move our technology to a VoIP environment during FY 2003.

         TARGET  SELECTED  NICHE  MARKETS:  We  intend  to focus  our  sales and
marketing  efforts on  selected  niche  markets.  We plan to only  target  niche
markets in which we can deliver  superior service for a reasonable  return.  Our
current targeted markets include small- and medium-sized businesses, SOHO (small
office,  home  office) and  Mexican  businesses  in the  business  markets,  and
Hispanics and Latin Americans in the consumer markets.  We believe these markets
have  traditionally  been  underserved  by the  incumbent  telephone  companies.
Markets targeted for 2003 are Texas, California and Florida.

         OFFER  COMPETITIVELY-PRICED  PRODUCTS:  We  intend  to offer  our niche
markets  value-based   products.  We  believe  that  customer  satisfaction  and
retention are closely aligned with the customer's perception of value received.

         MAXIMIZE CUSTOMER RETENTION:  We intend to continue to provide a higher
level of  customer  service  than our small-  and  medium-sized  customers  have
traditionally  experienced.  We  believe  that by  developing  and  providing  a
positive  customer   experience  we  will  improve  customer   satisfaction  and
retention.  We intend to  continue  prudent  investment  in our  customer  care,
provisioning and billing systems and processes.

Description of Services

         Our services include  long-distance voice  communications,  local voice
communications,  prepaid calling card, and wholesale communications services, as
well as prepaid wireless services.

         LONG-DISTANCE VOICE COMMUNICATIONS: We offer domestic and international
voice  services,  including  basic  long  distance,  collect  calling,  operator
assistance and calling card (including  prepaid cards),  toll free 800 services,
and directory services. Long-distance voice services are offered individually or
combined  as a  bundle  with  other  services  such  as  local  voice  services.
Long-distance  voice services are also offered as prepaid or postpaid  products.
Our penetration  into the  long-distance  voice market has been supported by our
telemarketing,  direct  sales,  agent  sales and  affinity  sales  channels.  We
estimate that our market share is less than 1%.

         CONSUMER  LOCAL  VOICE  COMMUNICATIONS:   We  have  aggressively,   yet
prudently  expanded our local service,  by  selectively  entering local exchange
markets, including Arkansas, California,  Florida, Missouri, Oklahoma, Texas and
Utah.  We provide local toll and switched  access  services to  residential  and
small business  customers,  typically  through Unbundled Network Elements leased
from a traditional Incumbent Local Exchange Carrier (ILEC). We usually lease the
underlying  ILEC  network by paying the ILEC a monthly fee for the local loop to
the  customer  and a  per-minute  fee for usage.  This mode of service  delivery
enables us to lower the cost of providing call origination, as well as providing
us with call termination revenue. For those residential  customers who subscribe
to both local and long-distance  services,  we offer an  "all-distance"  calling
plan that  bundles the  services at an  attractive  price for the  customer  and
enhances customer retention.

         The consolidated local and long-distance  subscribers can deliver up to
three times the lifetime  revenue of standalone  long-distance  customers due to
much higher monthly  spending and lower  subscriber  churn. We estimate that our
market share in these markets is less than 1%.

Marketing Strategy

         Our  marketing  strategy  is to focus on  ethnic  (Hispanic)  small- to
medium-sized  commercial customers who utilize multiple  communication  services
and multiple  communication  devices,  high-value residential end-user customers
and the low-end  residential  customer  (for  prepaid  services) in the targeted
niche markets. Our goal is to be an Integrated  Communication  Provider managing
all aspects of the customer's communication services. This strategy allows us to
offer  cross-promotional  discounts to customers resulting in increased customer
satisfaction and retention.

         We believe that product  "bundling"  offers the  opportunity to compete
effectively,  uncover new revenue  potential and diversify into other  services.
Being the sole provider  also  translates  into one bill,  one point of customer
contact  and a major value  proposition  for  consumers.  We will offer the same
"bundled" services on a wholesale basis to agents and resellers of communication
products and services.  The delivery of these "bundled services" can be attained
through typical  distribution  channels such as resellers,  agents,  store front
locations and telemarketing.  Other  nontraditional sales channels would include
the sale of such services over the Internet.

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         By acquiring  smaller  resellers who have single product customer bases
and limited  growth  resources we believe we can leverage our investment in such
companies by  recontacting  these  customer  bases and selling  these  customers
additional services.

Sales

         We are  currently  marketing  our  services  in a  variety  of  methods
including (i) independent agents selling our services; (ii) telemarketing; (iii)
wholesale sales of services; and (iv) local advertising campaigns.

Contracts

         The Company has entered,  and will  continue to enter,  into  contracts
with various  service  providers for services  which will provide the network to
connect our  switching  equipment  providing  long-distance  services  and other
agreements  with ILECs  (Incumbent  Local  Exchange  Carriers) to provide  local
telephone  service on both a  facilities-based  and resold basis.  The contracts
currently in place have no material  minimum  commitment  with the  exception of
Global Crossing,  which provides for a minimum  commitment of $150,000 per month
for 12 months.  The Company  believes it has  sufficient  contracts  in place to
handle its current  business  levels.  The Company  has  received  disconnection
notices for past due balances from significant  carriers.  See Legal Proceedings
disclosure  and  Management's  Discussion  and  Analysis  for Plan of  Operation
disclosure for more information.

         In addition,  the Company has entered into agreements that enable us to
provide  call detail  records and related  charges to a Local  Exchange  Carrier
(LEC) and a national  billing  consolidator  so our  customers  can be billed on
their local phone bill for long-distance  charges.  These agreements require the
Company to purchase an annual minimum level of service of approximately $157,500
and $99,000 and have terms of 12 and 36 months.

Billing Services

         Sophisticated  information  processing  systems are vital to our growth
and our ability to add new  customers and new products,  monitor  costs,  render
monthly invoices for services, process customer orders, provide customer service
and achieve operating efficiencies.  We have selected InfoDirections'  CostGuard
billing  software  to provide  our  billing  services.  We prepare and deliver a
single, integrated and comprehensive invoice for all the services we provide. We
believe this billing system will  differentiate us from other companies offering
"bundled  services." Unlike many other billing systems,  this service delivers a
single invoice for an integrated  comprehensive suite of voice, data,  wireless,
conferencing and local services.

Competition

         The communications industry is highly competitive. We will compete with
many companies such as national and regional communication  companies,  Regional
Bell  Operating  Companies  ("RBOCs"),  Verizon  and  its  affiliated  companies
(collectively,  the "Verizon  Companies"),  Incumbent  Local  Exchange  Carriers
("ILECs"), Competitive Local Exchange Carriers ("CLECs"), national, and regional
and local communication  services  resellers,  microwave and satellite carriers,
wireless communications providers and private networks built by large end users.
Potential  competitors (using similar or different  technologies)  include cable
television  companies,  utilities  and RBOCs outside their current local service
areas. In addition,  we anticipate future  competition from large  long-distance
carriers,  such as AT&T, MCI WorldCom ("MCI") and Sprint Corporation ("Sprint").
These  companies  have  begun  to  offer  integrated  local  and   long-distance
communication  services.  Several  companies have begun to offer  communications
services over the Internet at rates  substantially  below current  long-distance
rates. Companies offering communication services over the Internet could enjoy a
significant  cost advantage  because at this time they do not pay carrier access
charges or universal service fees.

         As a recent entrant in the integrated  communications service industry,
we have not achieved and do not expect to achieve a significant market share for
any of our services.  In particular,  the RBOCs, the Verizon Companies and other
local telephone companies have several advantages over us including:

         o    long-standing relationships with their customers;

         o    financial, technical and marketing resources substantially greater
              than ours;

                                       9
<PAGE>

         o    the potential to subsidize competitive services with revenues from
              a variety of businesses; and

         o    existing  regulations  that  favor  the ILECs  over us in  certain
              respects.

         The   long-distance    telecommunications   industry   has   relatively
insignificant  barriers  to  entry,  numerous  entities  competing  for the same
customers  and a  high  average  churn  rate,  as  customers  frequently  change
long-distance   providers  in  response  to  the  offering  of  lower  rates  or
promotional  incentives by  competitors.  We compete with major carriers such as
AT&T,  MCI  WorldCom  and  Sprint,  as  well  as  other  national  and  regional
long-distance carriers and resellers,  many of whom are able to provide services
at costs  that are lower  than our  current  costs.  We  believe  the  principal
competitive factors affecting the long-distance industry operations today are:

         o    pricing;

         o    customer service;

         o    accurate billing;

         o    clear pricing policies; and

         o    variety of services.

         Our  ability to compete  effectively  will  depend  upon our  continued
ability to maintain high  quality,  market-driven  services at prices  generally
equal to those  charged  by our  competitors.  We  believe  that we must be in a
position to reduce our prices in order to meet  reductions in rates,  if any, by
others. Any such reductions could adversely affect our business.

Government Regulation

         Our business is subject to federal, state and local regulation.

Federal Regulation

         The  FCC  regulates  interstate  and  international   telecommunication
services to originate and  terminate  interstate  and  international  calls.  We
provide  such  services  on a common  carrier  basis.  The FCC  requires  common
carriers to receive an authorization to construct and operate  telecommunication
facilities,  and to provide or resell  telecommunication  services  between  the
United States and international  points.  This type of authorization will not be
required by CCC GlobalCom, as we have no plans to build outside plant facilities
which require this type of authorization.

         Under  the   Telecommunications   Act,  any  entity,   including  cable
television   companies   and   electric  and  gas   utilities,   may  enter  any
telecommunications  market,  subject to reasonable  state  regulation of safety,
quality   and   consumer    protection.    Because    implementation    of   the
Telecommunications   Act  is  subject  to  numerous  federal  and  state  policy
rulemaking proceedings and judicial review there is still uncertainty as to what
impact such legislation will have on us.

         The  Telecommunications  Act is intended to increase competition.  This
Act was designed to open the local services market by requiring  Incumbent Local
Exchange Carriers to permit  interconnection  to their networks and establishing
Incumbent Local Exchange Carriers' obligations with respect to:

         Reciprocal  Compensation.  Requires  all  Local  Exchange  Carriers  to
complete calls originated by competing Local Exchange  Carriers under reciprocal
arrangements at prices based on tariffs or negotiated prices.

         Resale.  Requires all Incumbent Local Exchange Carriers and Competitive
Local  Carriers to permit resale of their  telecommunications  services  without
unreasonable restrictions or conditions.  In addition,  Incumbent Local Exchange
Carriers  are  required to offer  wholesale  versions of all retail  services to
other  telecommunication  carriers for resale at discounted rates,  based on the
costs avoided by the Incumbent Local Exchange Carrier in the wholesale offering.

                                       10
<PAGE>

         Interconnection. Requires all Incumbent Local Exchange Carriers (ILECs)
and Competitive  Local Exchange  Carriers (CLECs) to permit their competitors to
interconnect with their facilities. Requires all ILECs to permit interconnection
at any  technically-feasible  point within their  networks on  nondiscriminatory
terms at prices  based on cost,  which may include a reasonable  profit.  At the
option of the carrier  seeking  interconnection,  co-location  of the requesting
carrier's equipment in the ILEC's premises must be offered, except where an ILEC
can demonstrate space limitations or other technical impediments to co-location.

         Unbundled  Access.  Requires all Incumbent  Local Exchange  Carriers to
provide  nondiscriminatory  access  to  unbundled  network  elements  including,
network facilities,  equipment,  features,  functions, and capabilities,  at any
technically-feasible point within their networks, on nondiscriminatory terms, at
prices based on cost, which may include a reasonable profit.

         Number Portability.  Requires all Incumbent Local Exchange Carriers and
Competitive  Local  Exchange  Carriers  to  permit  users of  telecommunications
services to retain existing  telephone  numbers  without  impairment of quality,
reliability or convenience when switching from one telecommunications carrier to
another.

         Dialing  Parity.  Requires all Incumbent  Local  Exchange  Carriers and
Competitive  Local  Exchange  Carriers to provide "1+" equal access to competing
providers  of  telephone  exchange  service  and toll  service,  and to  provide
nondiscriminatory  access to telephone  numbers,  operator  services,  directory
assistance and directory listing, with no unreasonable dialing delays.

         Access to Rights-of-Way. Requires all Incumbent Local Exchange Carriers
and Competitive Local Exchange  Carriers to permit competing  carriers access to
poles, ducts, conduits and rights-of-way at regulated prices.

         Incumbent Local Exchange  Carriers (ILECs) are required to negotiate in
good faith with carriers requesting any or all of the above arrangements. If the
negotiating  carriers cannot reach agreement  within a prescribed  time,  either
carrier may request  binding  arbitration  of the  disputed  issues by the state
regulatory  commission.  Where an agreement has not been  reached,  ILECs remain
subject  to  interconnection  obligations  established  by  the  FCC  and  state
telecommunication regulatory commissions.

         The FCC's rules  implementing  the  Incumbent  Local  Exchange  Carrier
interconnection   obligations   described   above  have  been  the   subject  of
considerable  litigation.  On July 18, 1997,  the United States Court of Appeals
for the Eighth  Circuit  narrowly  interpreted  the FCC's power to prescribe and
enforce rules implementing the Telecommunications  Act. On January 25, 1999, the
United States Supreme Court reversed the Eighth Circuit  decision and reaffirmed
the FCC's broad  authority to issue rules  implementing  the  Telecommunications
Act,  although  it did vacate a rule  determining  which  network  elements  the
incumbent  local carriers must provide to competitors on an unbundled  basis. On
November 5, 1999, the FCC issued revised rules that largely  reaffirmed,  and in
some  respects  expanded,  the duty of  incumbent  carriers  to offer  unbundled
network  elements  and stated its  intention  to review  every  three  years the
unbundling obligations of incumbent carriers. These rules were appealed and that
appeal is still pending before the Court of Appeals for the District of Columbia
Circuit.

         On December 9, 1999, the FCC released an order  requiring the incumbent
exchange carriers to offer "line sharing"  arrangements that permit  competitors
like us to offer Digital  Subscriber  Line, also known as DSL,  service over the
same copper wires used by the  incumbent  to provide  voice  service.  The FCC's
ruling has been  appealed  and that appeal is pending  before the U.S.  Court of
Appeals for the District of Columbia  Circuit.  We cannot predict the outcome of
the appeal but do not  believe  it will have a  material  impact on our  current
business because we do not rely on line sharing in any material way.

         On March 17,  2000,  the U.S.  Court of  Appeals  for the  District  of
Columbia   Circuit   vacated  certain  FCC  rules  relating  to  co-location  of
competitors' equipment in Incumbent Local Exchange Carrier central offices. This
decision  required the FCC to limit co-location to equipment that is "necessary"
for interconnection  with the incumbent local carrier or access to the incumbent
local carrier's  unbundled network  elements.  On August 8, 2001, the FCC issued
revised co-location rules on remand that reaffirmed that all of the equipment we
currently place in co-location arrangements is necessary for these purposes. The
FCC's  decision  has been  appealed  and that appeal is pending  before the U.S.
Court of Appeals for the District of Columbia.

         On February 15, 2002, the FCC released a Notice of Proposed  Rulemaking
requesting  comment on the future  regulatory  treatment of wire-line  broadband
Internet access services.  The FCC has tentatively concluded that when an entity
provides   wire-line   broadband  Internet  access  over  its  own  transmission
facilities,  the service should be classified as an information service,  rather
than a telecommunications service. If the FCC adopts this conclusion,  wire-line
broadband  Internet  access  services  provided by incumbent  carriers  would be
subject to substantially less regulation.

                                       11
<PAGE>

         On February 27, 2002,  the U.S.  House of  Representatives  passed H.R.
1542, the Tauzin-Dingell bill, by a 273-157 vote. The current Telecommunications
Act requires the incumbent carriers to lease access to their high-speed networks
to  their  competitors  at  wholesale  rates.  Under  the  Tauzin-Dingell  bill,
competitors are still able to purchase  access to unbundled  copper loops and to
lease access to the incumbent carriers' high-speed  networks.  However, the bill
classifies  high-speed  services  as  "nondominant,"  which  would  relieve  the
incumbents of the obligation to price such access at cost-based  rates. The bill
also enables the incumbent carriers  potentially to limit competitors' access to
their  networks,  by eliminating the obligation to provide  unbundled  access to
certain technologies,  including fiber lines and packet switches, and to provide
co-location space within remote terminals. Finally, the bill allows the Regional
Bell Companies to immediately  enter the  long-distance  market for data without
first  demonstrating  that their  local voice  markets are open to  competition.
Because  no  action  has yet been  taken on the bill in the  Senate,  we  cannot
predict whether the bill or any amendments to the bill will actually become law.
If the bill is passed as currently  written,  this will have a material  adverse
affect on our business.

         On December 20, 2001, the FCC issued a notice of proposed rulemaking to
commence  its  triennial  review  of  the  Incumbent  Local  Exchange  Carriers'
unbundling obligations. We cannot predict the outcome of that proceeding but the
FCC's  tentative  conclusions  reached in the  December  2001 Notice of Proposed
Rulemaking  indicate  that the  triennial  review  and  related  FCC  rulemaking
activities could attempt to accomplish much of what the  Tauzin-Dingell  bill is
designed to accomplish.  As such, these activities could lead to new regulations
that have a material adverse effect on our business. At a minimum, they increase
the uncertainty  surrounding our ability to rely on the existing legislative and
regulatory scheme on which we have based our current business plan. The expected
length of these  deliberations  will cause this uncertainty to continue for many
months.

         On  February  20,  2003 the FCC  ruled  (by a 3-2 vote) to (i) free the
Regional Bell Operation  companies of having to lease their new high-speed  data
lines to  competitors  at discounted  prices;  and (ii) defeated the proposal to
lift the rules for phone lines. This decision favors  Competitive Local Exchange
Carriers like CCC GlobalCom.

         The  Telecommunications  Act  codifies  the  Incumbent  Local  Exchange
Carriers'   equal  access  and   nondiscrimination   obligations   and  preempts
inconsistent state regulation.  The Telecommunications Act also contains special
provisions  that  replace  prior  antitrust  restrictions  that  prohibited  the
regional Bell  Operating  Companies from  providing  long-distance  services and
engaging in telecommunications  equipment manufacturing.  The Telecommunications
Act permits the regional  Bell  Operating  Companies to enter the  out-of-region
long-distance market immediately upon its enactment.  Further, provisions of the
Telecommunications  Act permit a Regional  Bell  Operating  Company to enter the
long-distance  market in its in-region states if it satisfies several procedural
and substantive requirements, including:

         o    obtaining  FCC  approval  upon a showing  that the  regional  Bell
              Operating Company has entered into interconnection  agreements or,
              under  some   circumstances,   has  offered  to  enter  into  such
              agreements in those states in which it seeks long-distance relief;

         o    the interconnection  agreements satisfy a 14-point  "checklist" of
              competitive requirements; and

         o    the FCC is satisfied  that the regional Bell  operating  company's
              entry into long-distance markets is in the public interest.

         The FCC  has  granted  approval  to  Verizon  (formerly  known  as Bell
Atlantic) to provide in-region long-distance service in New York, Massachusetts,
Rhode Island,  Connecticut and Pennsylvania and to SBC Communications to provide
in-region long-distance service in Texas, California, Oklahoma, Kansas, Missouri
and  Arkansas.  In  addition,  Verizon  has filed an  application  to offer such
service in New Jersey and BellSouth  Telecommunications has filed an application
to offer such services in Georgia and Louisiana.  It is likely that the Regional
Bell Operating Companies will file applications to offer long-distance  services
in a number  of  additional  states  this  year and  receive  approval  to offer
long-distance  services  in one or more  states.  This may  have an  unfavorable
effect  on our  business.  We are  legally  able to  offer  our  customers  both
long-distance  and local  exchange  services,  which the Regional Bell Operating
Companies,  other  than  Verizon  in  New  York,  Massachusetts,  Rhode  Island,
Connecticut and Pennsylvania and SBC in Texas,  Oklahoma,  Kansas,  Missouri and
Arkansas currently may not do. Our ability to offer "one-stop shopping" gives us
a marketing advantage that we would no longer enjoy.

                                       12
<PAGE>

         On May 8, 1997, the FCC released an order  establishing a significantly
expanded  federal  universal  service  subsidy  regime.  For  example,  the  FCC
established  new  subsidies  for  telecommunications  and  information  services
provided to qualifying schools and libraries with an annual cap of $2.25 billion
and for services  provided to rural health care  providers with an annual cap of
$400 million,  and expanded the federal  subsidies for local exchange  telephone
services provided to low-income  consumers.  The FCC more recently adopted rules
for  subsidizing  service  provided to consumers in high-cost  areas,  which may
result in further  substantial  increases  in the  overall  cost of the  subsidy
program.  Providers of interstate  telecommunications  service, such as us, must
pay for a portion of these  programs.  Our share of these federal  subsidy funds
will be based on our  share of  certain  defined  interstate  telecommunications
end-user gross  revenues.  Currently,  the FCC is assessing such payments on the
basis of a provider's  revenue for the previous  year. In February 2002, the FCC
issued a Notice of  Proposed  Rulemaking  seeking  comment  on whether it should
substitute a  connection-based  universal  service  contribution  scheme for the
current  revenue-based   scheme.  Under  the  FCC's  proposal,   carriers  would
contribute  to the  Universal  Service  Fund based on the number and capacity of
lines provided to end users.

         Under  authority  granted  by  the  FCC  we  resell  the  international
telecommunication  services of other common  carriers  between the United States
and  international  points.  In  connection  with such  authority  we have filed
tariffs  with  the  FCC  stating  the  rates,   terms  and  conditions  for  our
international  services.  On March 16, 2001,  the FCC ruled that  carriers  must
detariff international services,  which required us to cancel the tariffs we had
on file in January 2002.

         With respect to our domestic  service  offerings we have filed  tariffs
with  the FCC  stating  the  rates,  terms  and  conditions  for our  interstate
services.  Our tariffs are generally not subject to  preeffective  review by the
FCC  and can be  amended  on one  day's  notice.  However,  the  FCC  does  have
jurisdiction to require changes in these tariffs.  The FCC ordered carriers that
provide interstate  long-distance  services to detariff their retail services no
later than July 31, 2001.

         Our access services compete with the services provided by the Incumbent
Local Exchange Carriers (ILECs). With limited exceptions,  the current policy of
the FCC, for most  interstate  access  services,  dictates that ILECs charge all
customers the same price for the same service.  Thus, the ILECS generally cannot
lower prices to those  customers  likely to contract for their services  without
also  lowering  charges  for the  same  service  to all  customers  in the  same
geographic area, including those whose telecommunications requirements would not
justify the use of such lower prices.  The FCC has, however,  adopted rules that
significantly  lessen the regulation of ILECS that are subject to competition in
their  service  areas and  provide  such ILECs with  additional  flexibility  in
pricing  some  interstate-switched  and special  access  services,  on a central
office-specific  or   customer-specific   basis.  Pricing  flexibility  relieves
incumbent  local  carriers  from  regulatory  constraints  in setting  rates for
services that are subject to competition  and as a result,  allows them to react
more rapidly to market forces.

         Incumbent Local Exchange  Carriers (ILECs) around the country have been
contesting whether the obligation to pay reciprocal  compensation to Competitive
Local Exchange  Carriers  (CLECs) should apply to local  telephone calls from an
ILEC's customers to Internet Service  Providers served by CLECs. The ILECs claim
that this traffic is interstate  in nature and  therefore  should be exempt from
compensation  arrangements  applicable to local,  intrastate  calls.  CLECs have
contended  that the  interconnection  agreements  provide no exception for local
calls to Internet  Service  Providers and reciprocal  compensation  is therefore
applicable.

         On February 26, 1999, the FCC released a Declaratory Ruling determining
that Internet  Service  Provider (ISP) traffic is interstate for  jurisdictional
purposes, but that its current rules neither require nor prohibit the payment of
reciprocal  compensation  for such calls.  In the absence of a federal rule, the
FCC determined  that state  commissions  have authority to interpret and enforce
the reciprocal compensation provisions of existing  interconnection  agreements,
and to determine the  appropriate  treatment of ISP traffic in  arbitrating  new
agreements.  The FCC also  requested  comment on  alternative  federal  rules to
govern compensation for such calls in the future. In response to the FCC ruling,
some Regional Bell Operating  Companies  have asked state  commissions to reopen
previous  decisions  requiring  the payment of  reciprocal  compensation  on ISP
calls.  Some Bell companies  appealed the FCC's  Declaratory  Ruling to the U.S.
Court of Appeals for the District of Columbia  Circuit,  which issued a decision
on March 24, 2000,  vacating the Ruling and  remanding  the case to the FCC. The
FCC issued an Order on remand on April 19, 2001, in which it determined that ISP
traffic was not subject to reciprocal  compensation  because it is  "information
access" traffic rather than  telecommunications  traffic.  Nonetheless,  the FCC
established an interim,  transitional  recovery  mechanism pursuant to which ISP
traffic will continue to be compensated, but at rates declining over a period of
three   years.   The   transitional   recovery   mechanism  is   applicable   to
interconnection  agreements  entered into after the effective  date of the FCC's
order. The FCC's Order on remand was appealed and the case is pending before the
U.S.  Court of Appeals for the District of Columbia  Circuit.  We cannot predict
the outcome of that case.

                                       13
<PAGE>

State Regulation

         The  Telecommunications  Act is intended to increase competition in the
telecommunications  industry,  especially  in the local  exchange  market.  With
respect to local  services,  Incumbent  Local Exchange  Carriers are required to
allow  interconnection  to their  networks  and to provide  unbundled  access to
network facilities, as well as a number of other procompetitive measures.

         State  regulatory  agencies  have  regulatory   jurisdiction  when  our
facilities and services are used to provide  intrastate  services.  A portion of
our current  traffic may be classified as  intrastate  and therefore  subject to
state regulation.  To provide  intrastate  services,  we generally must obtain a
Certificate of Public Convenience and Necessity from the state regulatory agency
and comply with state requirements for telecommunications  utilities,  including
state tariffing requirements in most states.

         State agencies,  like the FCC, require us to file periodic reports, pay
various  fees and  assessments,  and  comply  with  rules  governing  quality of
service,  consumer  protection,   and  similar  issues.  Although  the  specific
requirements  vary from state to state,  they tend to be more  detailed than the
FCC's  regulation  because of the strong public interest in the quality of basic
local  exchange  service.   We  intend  to  comply  with  all  applicable  state
regulations and, as a general matter,  do not expect that these  requirements of
industry-wide applicability will have a material adverse effect on our business.
However, no assurance can be given that the imposition of new regulatory burdens
in a particular state will not affect the  profitability of our services in that
state.

Local Regulation

         Networks  are subject to numerous  local  regulations  such as building
codes   and   licensing.   Such   regulations   vary  on  a   city-by-city   and
county-by-county basis. We do not own any network.

Employees

         We,  together with our  subsidiaries,  currently have 89 employees.  We
believe  our  future  success  will  depend to a large  extent on our  continued
ability to  attract  and  retain  highly-skilled  and  qualified  employees.  We
consider  our  employee  relations  to be  good.  None of  these  aforementioned
employees belong to labor unions.

ITEM 2.    PROPERTIES

         The  Chairman's  office  consists of  approximately  1,500  square feet
located at 16350 Park Ten Place, Suite 241, Houston,  TX 77084. We pay a monthly
rent of $2,637 per month for this space.  The lease  expires  December 31, 2003.
The principal  corporate  office  consists of  approximately  32,000 square feet
located at 1250 Wood Branch Park Drive,  Houston,  TX, 77079.  The lease expires
November 20, 2004, and the monthly rent is $31,227. The Irvine office was closed
August  31,  2002,  and the lease  was  terminated.  The St.  Louis  office  has
approximately 7,000 square feet of office space for sales and operations at 1350
Timberlake  Manor  Parkway,  Suite 501,  Chesterfield,  MO 63017.  The  sublease
expires  September  30, 2006,  and the monthly rent is $11,012.  We vacated this
location in June 2002, and are negotiating to terminate this lease at this time.

ITEM 3.    LEGAL PROCEEDINGS

         MCI WorldCom vs. Ciera Network Systems,  Inc., Case No.  03-CV-55-P(C),
in the Federal  District  Court for the  Northern  District of  Oklahoma,  filed
January 15, 2003.  MCI has sued Ciera  claiming  Ciera owes MCI  $2,560,000  for
long-distance  services which were resold by Ciera. The case was recently filed.
Ciera  has  denied  that it owes MCI the  amounts  alleged  due to over  billing
practices  and  MCI's  failure  to  provide  rates  and  consolidation  of three
contracts  as  promised,  which  would lower the  overall  cost of the  service.
Management  intends to contest the lawsuit  vigorously.  At this time, it is too
early to ascertain whether Ciera will be successful in the defense of this case.

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

         No matters  were  submitted to our  shareholders  for a vote during the
last quarter of the year ended December 31, 2002.

                                       14
<PAGE>

                                     PART II

ITEM 5.    MARKET FOR  THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
           MATTERS

         Our Common Stock is listed on the OTC  Electronic  Bulletin Board under
the symbol "CCGC." There has been limited activity in the market transactions in
our common stock.  The following table sets forth on a per share basis, the high
and low bid  prices  per  share  for our  common  stock as  reported  on the OTC
Electronic Bulletin Board for the periods indicated. The high and low bid prices
were the same for all periods  presented  for the year ended  December 31, 2001.
The following prices reflect  interdealer prices,  without retail mark-up,  mark
down or commission and may not represent actual prices:

                                                           High/Low Bid

Year ended December 31, 2001:
         First quarter                                      4.00
         Second quarter                                     4.05
         Third quarter                                      2.00
         Fourth quarter                                     2.01

Year ended December 31, 2002:
         First quarter                                      3.50/1.22
         Second quarter                                     1.73/0.93
         Third quarter                                      0.42/0.10
         Fourth quarter                                     0.07/0.05

Shares Issued in Unregistered Transactions

         During the last three fiscal years,  CCC GlobalCom issued shares of its
common stock in nonregistered transactions pursuant to the exemption provided by
Section 4(2) of the  Securities  Act of 1933,  as amended.  The shares issued in
such transactions (all with restrictive legends) were as follows:
<TABLE>
<CAPTION>

                                                                                  Offer       Discount/     Number of
   Date                         Title                        Underwriters         Price      Commission     Securities
   ----                         -----                        ------------         -----      ----------     ----------
<S>                <C>                                     <C>                     <C>        <C>           <C>
May 11, 2000       First Private Placement Memorandum      ACAP Financial, Inc.    $1.50      $150,000      1,000,000

June 14, 2000      Second Private Placement Memorandum     ACAP Financial, Inc.    $3.00      $151,968      2,033,624

January 30, 2001   Third Private Placement Memorandum      ACAP Financial, Inc.    $3.25      $252,996        795,293
</TABLE>

         All shares issued in the  transactions  detailed  above are eligible to
have restrictions removed as of January 31, 2003.

         In addition,  during 2001 and 2002, CCC GlobalCom  issued 1,805,147 and
2,287,768,  respectively, shares of common stock to certain Directors, Officers,
vendors,  and lenders for services  and goods.  The issuance of these shares has
been  accounted  for in the  consolidated  financial  statements by recording an
expense for the fair value of such shares  based on the market price at the date
of the transaction.

                                       15
<PAGE>

         The shares issued in such transactions were as follows:

                                                             Number of Shares
                                                             ----------------
2001
----
       Stock Issued for:
              Services                                              460,127
              Incomnet Acquisition                                  125,000

       Stock Bonus Awarded to:
              Officers / Directors                                1,200,000
              Employee                                               20,020
                                                                  ---------

       Total Shares Issued - 2001                                 1,805,147
                                                                  =========

2002
----
       Stock Issued for:
              Satisfaction of Stock Payable                         912,768
              Services                                              400,000
              Equipment                                              50,000

       Stock Bonus Awarded to:
              Officers / Directors                                  500,000
              Employee                                              300,000

       Exercise of Warrant                                          125,000
                                                                 ----------

       Total Shares Issued - 2002                                 2,287,768
                                                                  =========

         See  Consolidated  Statement  of Changes in  Shareholders'  Deficit and
accompanying   notes  to  consolidated   financial   statements  for  additional
disclosure.

Holders

         As of March 25,  2003,  there were  37,247,251  shares of common  stock
outstanding and  approximately  500  stockholders of record of common stock. The
number of  stockholders  of record does not include an  indeterminate  number of
stockholders  whose  shares are held by brokers  in  "street  name."  Management
believes there are in excess of 500 beneficial stockholders of our common stock.

Dividends

         We have not paid any cash  dividends  since  our  inception  and do not
anticipate or contemplate paying dividends in the foreseeable  future. It is the
present  intention  of  management  to  utilize  all  available  funds  for  the
development of our business.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION

General

         The  following   discussion  and  analysis  relates  to  our  financial
condition  and results of operations  for the years ended  December 31, 2001 and
2002.  This  information  should be read in  conjunction  with the  consolidated
financial  statements  and  notes  thereto  contained  herein,  as  well  as the
"Cautionary Statement Regarding Forward-Looking Statements" in this Form 10-KSB.

         We were,  prior to June 12, 2000,  named Emerald  Capital  Investments,
Inc. On June 9, 2000 we commenced operations in the telecommunications  industry
through the acquisition of CCC GlobalCom Corporation,  a Texas corporation ("CCC
Texas").   CCC  Texas  was  formed  in  1999  to  commence   operations  in  the
telecommunications  industry.  CCC Texas conducted no operations  except for its
acquisition of Ciera Network  Systems,  Inc.  ("Ciera").  Our acquisition of CCC
Texas,  and as a result  of such  acquisition,  the  acquisition  of  Ciera  was
accounted for as a reverse merger.

                                       16
<PAGE>

         On April 5, 2001,  the  Company  acquired  certain  assets of  EqualNet
Communications Corp.,  EqualNet Corporation and USC Telecom, Inc.  (collectively
referred to as "Equalnet").  The assets purchased included various fixed assets,
contracts,  receivables  and other  tangible and  intangible  assets  related to
Equalnet's  long-distance  resale  business,   customer  service  business,  and
telephone debit and sales and service business. The purchase price of $8,161,511
was paid with  available cash and proceeds from a revolving  credit  facility of
approximately $7,500,000 from RFC Capital, a division of Textron Financial. In a
related transaction, CCC GlobalCom purchased three switches used in the Equalnet
long-distance  business  for  $750,000  from d-Tel  Network,  L.L.C.,  a company
controlled by the Chairman of the Board of Equalnet. As a result of the Equalnet
acquisition,  we increased our customer base by approximately  30,000,  acquired
voice switches, and obtained back office operations based in Houston, Texas.

         On  September  11,  2001  we  acquired   certain   assets  of  Omniplex
Communications  Corporation  (Omniplex).  The assets purchased  included various
fixed assets,  contracts,  receivables and other tangible and intangible  assets
related to  Omniplex's  commercial  local and  long-distance  telecommunications
business.  The purchase price of $8,298,704 was paid with proceeds of $8,125,000
from a  revolving  credit  facility  from RFC  Capital,  a  division  of Textron
Financial,  and  the  balance  with  available  cash.  In  connection  with  the
acquisition,  a term sheet was drafted whereby the lender agreed in principle to
exchange  $1,000,000  of its debt for  warrants to purchase  our common stock at
$4.00 per share.  The details of the warrants  were  finalized in March 2002 and
the warrant was  effective  on  September  7, 2001.  As a result of the Omniplex
acquisition, we increased our customer base by approximately 5,000, enhanced our
local service product offering,  and obtained distribution channels based in St.
Louis, MO, Kansas City, MO and Cape Girardeau, MO.

         On November 30, 2001,  we acquired  substantially  all of the assets of
Incomnet  Communications  Corporation  (Incomnet).  The  purchase  price for the
acquired  assets was  $6,028,695,  payable as follows:  (1)  $1,750,000  cash at
closing from the proceeds from a revolving line of credit from RFC Capital;  (2)
a note  payable for  $750,000,  bearing  interest at 8% and  maturing on May 30,
2002; (3) 125,000 shares of CCC GlobalCom  common stock;  and (4) the assumption
of certain  liabilities  which totaled  $3,028,695.  As a result of the Incomnet
acquisition,  we increased our customer base by approximately  52,000,  obtained
new distribution channels, and obtained back office operations in Irvine, CA.

         On March 18, 2003,  we entered into an agreement  with  Teleinversiones
Ltda.,  a limited  liability  company  organized  under the laws of Colombia and
domiciled in Bogota,  Colombia, to sell 100% of our interest in CCC GlobalTel de
Colombia.  The  terms  of the  agreement  call  for  Teleinversiones  to pay CCC
GlobalCom  $170,000 (less 15% - Colombian income and remittance tax) immediately
and additional  payments of $10,000 on the first and second anniversary dates of
the signed agreement. The sale is pending approval of the board of directors and
will be accounted for in the first quarter 2003, if approved.

         Since we acquired the assets  mentioned  above,  we initiated  plans to
improve cash flow and operating  results by reorganizing and  restructuring  the
combined  operations.   These  plans  include  workforce  reductions  and  other
administration  cost savings,  consolidation  of operations and the migration of
customer voice traffic to our switches. We believe that these asset acquisitions
combined  with  the  successful  execution  of  these  plans  will  give us some
economies of scale, new product offerings and new sales channels that will allow
us to be competitive in our targeted niche markets and profitable in the future.

         The asset acquisitions  discussed above are collectively referred to as
the "Asset Acquisitions" in the following discussion.

         On December 31, 2002, we signed an Amended and Restated Loan  Agreement
with RFC Financial  Corporation  that  provides for a revolving  line of credit.
Under the Loan and Security  Agreement,  RFC has a security interest in and lien
on Ciera Network Systems, Inc. and CCC GlobalCom Corporation's assets, including
inventory, accounts receivable,  intangibles, equipment, furniture and fixtures,
trade names and marks,  intellectual property,  customer base, deposit accounts,
and  insurance  proceeds.  Under the Loan and Security  Agreement  the principal
amount  of the  revolving  line of credit  is not to  exceed  the  lesser of (a)
$6,000,000 and (b) the Availability  Formula.  The Company has extended the full
amount available under the Availability  Formula.  In addition,  we were able to
refinance  $14,000,000  of the line of credit to term  notes.  The notes  have a
number of loan covenants,  one of which requires the Company to pay all required
federal and state taxes in a timely  manner.  The Company is  delinquent  in the
payment of federal excise taxes.  As a result,  the Company is not in compliance
with  the  loan  covenants.  RFC has not  notified  the  Company  of an event of
default.

         On August 22, 2002,  the Company  announced  the Board of Directors had
been  expanded  from  three to ten  members.  The  Company  also  announced  the

                                       17
<PAGE>

appointment of Paul E. Licata as Chief Executive  Officer  replacing Z.A. Hakim,
who remains Chairman of the Board.  During the first quarter 2003, three members
of the board resigned  including  Clifford J. Bottoms,  Chief Financial Officer.
Mr.   Bottoms   resigned  from  the  Company  and  the  Board  to  pursue  other
opportunities. The other two board members resigned because of time constraints.

         During the quarter ended September 30, 2002, the Company  completed the
closure of the  Irvine,  California  facility  acquired  in the  Incomnet  asset
purchase. The closure resulted in the layoff of accounting, customer service and
other  support  staff.  The  Company  incurred a one-time  noncash  write off of
approximately  $2,312,000  for the  abandonment  of leasehold  improvements  and
incurred   approximately   $183,800  for  certain  personnel  and  lease-related
expenses.  The Company  reached an agreement  with the landlord of the facility.
For a $35,000 payment and forfeiture of a $48,000 security deposit,  the Company
was  granted  an early  termination  of the lease and  released  of any  further
liability  under the lease  agreement.  It is estimated  that the closing of the
Irvine facility will save the Company  approximately  $2,400,000  annually.  The
Company still has certain assets in the Irvine facility.  They include furniture
and fixtures on the books for  approximately  $25,000 and a capital  lease of an
office  phone system of  approximately  $76,000.  We have an agreement  with the
landlord that allows us to keep the furniture,  fixtures and telephone equipment
in place to  facilitate  the landlord in marketing  the vacant lease space.  The
Company is willing to negotiate  the sale of these  certain  assets to potential
lessees identified by the landlord.

         During  the  second  quarter  of 2002,  the  Company  restructured  the
operations of the St. Louis, MO office.  The Company vacated space that is under
a sublease.  We have forfeited a $45,000  security deposit and are negotiating a
termination to the sublease.  All current  liabilities  related to the lease are
reflected in the financial statements.

         In September 2002, the Company engaged a telecommunications  consulting
company to help  identify  and correct  billing  processes.  The  engagement  is
focused on measuring  and  improving  the accuracy  and  timeliness  of customer
billing  and  provisioning.  Two former  officers of the  engaged  company  have
accepted executive positions with CCC GlobalCom during the fourth quarter 2002.

         During 2002, CCC GlobalCom  issued  2,287,768 shares of common stock to
certain Directors,  Officers and vendors.  The issuance of these shares has been
accounted for in the consolidated  financial  statements by recording an expense
for the fair  value of such  shares  based  on the  market  price at the date of
transaction.

         The Company has had  operating  losses for every quarter since it began
operations in June 2000.  The auditors'  opinion on the  consolidated  financial
statements as of December 31, 2002,  calls attention to substantial  doubt about
the  Company's  ability  to  continue  as  a  going  concern.   The  Company  is
experiencing difficulty in paying its vendors, carriers and lenders on time, and
it may continue to experience this  difficulty in the future.  If the Company is
unable to pay its vendors, carriers and lenders on time, they may stop providing
critical services or repossess critical equipment that the Company needs to stay
in business.

         The Company has  received  disconnection  notices for past due balances
from  significant  carriers.  It is our belief that certain amounts  included in
these past due balances are in error and are being disputed.  As of December 31,
2002,  we had  disputed  approximately  $1,033,000  with various  carriers.  The
consolidated  financial  statements  do not  reflect any  adjustments  to reduce
liabilities  for the impact of the  unresolved  claims.  The  Company is also in
discussions  with  the  carriers   regarding  extended  payment  terms  for  the
undisputed balances. We believe that ultimately these discussions will result in
lower monthly charges for CCC GlobalCom. However, there can be no assurance that
we can  successfully  dispute the balances  identified  as in error or negotiate
favorable payment terms for the remaining undisputed balances.

         In September 2002, MCI  disconnected  service to Ciera. The Company had
become  delinquent on its payments and was unable to make  satisfactory  payment
arrangements  with  the  carrier.  MCI  represented  approximately  24%  of  our
long-distance  service.  Where  possible,  we were  able to  move  the  existing
business  to other  carriers.  In January  2003,  MCI filed suit  against  Ciera
Network Systems,  Inc.  claiming Ciera owes MCI  approximately  $2,560,000.  See
Legal Proceedings disclosure for more information.

         In the fourth  quarter  2002,  the Company  elected to terminate  local
service with  Ameritech and Verizon as we were unable to negotiate  satisfactory
payment arrangements on past due balances.

         On March 10, 2003, SBC sent a letter  notifying the Company that we had
fifteen  calendar  days to pay all past due balances  owed to SBC. SBC stated in
the letter that they  reserved the right to disconnect  Ciera  Network  Systems,
Inc.'s  service on all of its  Missouri,  Texas,  Kansas,  and  Oklahoma UNE and
resale  accounts.  The Company  has  contracted  with third  parties to continue
servicing its accounts.

                                       18
<PAGE>

         On March 19, 2003, the Missouri Department of Revenue sent a Revocation
Order to Ciera Network Systems,  Inc. The Order,  which revokes Ciera's Missouri
retail sales license, was issued because of Ciera's delinquency in reporting and
paying  Missouri  retail sales tax. The operation of a business  without a valid
Missouri  retail  sales  tax  license  is a Class A  misdemeanor  and  continued
operation  will  subject  the Company to a penalty  not to exceed  $10,000.  The
Company  is  evaluating  choices of action to resolve  outstanding  issues  with
Missouri taxing authorities.

         Our consolidated  financial statements have been prepared assuming that
we will continue as a going concern. We have incurred losses since inception and
have a working  capital deficit as of December 31, 2002.  Additionally,  we have
had recurring  negative cash flows from  operations.  For the reasons  stated in
Liquidity  and  Capital  Resources  and  subject  to the  risks  referred  to in
Liquidity  and  Capital  Resources,  we cannot  assure you that we can raise the
money necessary to fund future operations.

Our History of Operating Losses and Deficiencies in Cash Flows

         We have incurred  operating  losses and  deficiencies in operating cash
flows in each year since our inception and expect our losses to continue through
December 31, 2003. Our operating losses were  $(15,831,916),  $(17,881,001)  and
$(1,816,901) for the years ended December 31, 2002, 2001 and 2000, respectively.
We had a working capital deficit of $(33,297,925) at December 31, 2002.

Results of Operations

         Our revenues are derived from the sale of telecommunication services to
residential  and business  customers.  Currently,  we are  primarily  conducting
operations in the States of California,  Texas and Missouri.  As a result of the
three  significant  Asset  Acquisitions  mentioned  above,  we have  experienced
significant changes in our operating results between 2001 and 2002. As such, the
resulting  trends  reflected in our  comparative  numbers between 2000, 2001 and
2002 are not a meaningful indication of future results.

         The significant  changes in operating  results primarily arose from the
assets and operations  acquired in the Asset  Acquisitions  mentioned above. The
increase in operating results attributable to previously existing operations was
insignificant.

         The following table sets forth for the periods indicated our statements
of operations:
<TABLE>
<CAPTION>


                                                                   For the Years Ended December 31,
                                                ------------------------------------------------------------------------
                                                        2002                     2001                     2000
                                                        ----                     ----                     ----
<S>                                                 <C>                      <C>                      <C>
Net sales                                           $  26,722,393            $  11,815,163            $  1,827,364
Cost of services                                      (20,568,419)              (8,275,747)             (1,425,260)
Selling, general and administrative expenses          (18,258,910)             (11,931,710)             (2,090,071)
Depreciation and amortization expenses                 (3,726,980)              (2,592,537)               (128,934)
Impairment Loss                                               ---               (6,896,170)                    ---


Loss from operations                                  (15,831,916)             (17,881,001)             (1,816,901)


Other income (expense):
         Interest income                                   11,903                   29,367                  15,956
         Interest expense                              (1,570,918)                (834,187)                   (384)
         Other, Net                                        (7,764)                (100,546)                 11,762
         Loss on Disposal of Assets                    (2,312,266)                  (4,000)                    ---


Loss before benefit for income taxes                  (19,710,961)             (18,790,367)             (1,789,567)
Income taxes                                                  ---                      ---                     ---


Net loss                                              (19,710,961)             (18,790,367)             (1,789,567)
</TABLE>

                                       19
<PAGE>

2002
----

         NET SALES. Our revenues primarily consist of billings for long-distance
telephone services, local telephone services,  private line circuits and prepaid
and postpaid calling cards.  Usage based revenues are approximately 72% of total
revenue and monthly  recurring  revenues are approximately 28% of total revenue.
The  significant  increase  in revenue for 2002 is  attributed  to the full year
impact of the Asset Acquisitions mentioned above.

         COST OF SERVICES.  Cost of services includes direct costs for telephone
services.  Cost of services for telephone  services include the cost of services
provided by other carriers,  network costs, and miscellaneous  costs incurred to
provide  service.  Cost of  service  for 2002 and  2001  includes  approximately
$18,700,000   and  $8,000,000  of  direct  carrier  costs,   respectively.   The
significant increase in cost of services for 2002 is attributed to the full year
impact of the Asset  Acquisitions  mentioned above. The gross margin  percentage
for 2002 is 23%.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative   (SG&A)  expenses  consist  of  costs  to  provide  billing  and
collection  of all  services,  support  services  for  subscribers,  cost of the
information  systems,  commissions  and the salaries of the personnel to support
our  operations.  The increase in SG&A expenses is largely due to the operations
acquired  in the Asset  Acquisitions  mentioned  above.  SG&A in 2002  includes:
approximately  $370,000  in expense  for stock  grants to certain  officers  and
employees  of the  Company,  approximately  $8,500,000  of payroll and  employee
benefit related expenses,  approximately  $1,900,000 in facilities expense,  and
approximately $3,600,000 in professional fees and expenses.

         DEPRECIATION  AND AMORTIZATION  EXPENSE.  Depreciation and amortization
expense increased  primarily due to the property and equipment  obtained through
the Asset Acquisitions mentioned above.

         OTHER  EXPENSES.   For  2002,  other  expenses  of  $3,879,045  consist
primarily of interest  expense of approximately  $1,570,000  attributable to the
RFC loan  agreement  and an  approximate  $2,300,000  of loss on the disposal of
assets  attributable  to the  abandonment  of the  California  office  leasehold
improvements.

2001
----

         NET SALES. Our revenues primarily consist of billings for long-distance
telephone services and local telephone services, data and prepaid calling cards.
The increase in sales  largely  arose from the  significant  number of customers
acquired in the Asset  Acquisitions  mentioned  above.  In 2001, over 85% of the
sales are a result of long-distance services.

         COST OF SERVICES.  Cost of services includes direct costs for telephone
services.  Cost of services for telephone services and data services include the
cost of service  provided by other carriers,  network costs,  and  miscellaneous
costs  incurred  to  provide  service.   Cost  of  services  for  2001  includes
approximately  $8,000,000 of direct  carrier  related costs,  respectively.  The
gross margin percentage for 2001 is 30%.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative   (SG&A)  expenses  consist  of  costs  to  provide  billing  and
collection  of all  services,  support  services  for  subscribers,  cost of the
information  systems,  commissions  and the salaries of the personnel to support
our  operations.  The increase in SG&A expenses is largely due to the operations
acquired in the Asset  Acquisitions  mentioned  above and  one-time  integration
costs associated with each acquisition. SG&A in 2001 includes: (1) approximately
$42,000 in expense for stock grants to certain officers of the corporation;  (2)
approximately  $600,000 in facilities expense; (3) and approximately  $5,000,000
of payroll-related expenses.

         DEPRECIATION AND AMORTIZATION  EXPENSES.  Depreciation and amortization
expenses increased  primarily due to the property and equipment obtained through
the Asset Acquisitions mentioned above.

         IMPAIRMENT LOSS. An approximate  $6,896,000  impairment of goodwill and
organization  costs was  recorded  in 2001.  In  accordance  with  SFAS 121,  we
conducted an evaluation of the  recoverability of certain  long-lived assets and
recorded the impairment loss.

                                       20
<PAGE>

         OTHER  EXPENSES.   For  2001,  other  expenses  of  $909,366  consisted
primarily of interest of  approximately  $834,000  attributable  to the RFC loan
agreement and  approximately  $100,000  attributable to the financial results of
GlobalTel which are recorded on the equity method.

Liquidity and Capital Resources

         During the year ended  December 31, 2002,  we generated  positive  cash
flow from operations of approximately  $881,900. The amount of cash generated is
a result of the net loss incurred during the period offset by the timing of cash
receipts  from our customers and the extension of monies owed to our vendors and
excise taxes payable. We have historically operated with negative cash flows and
have sought to fund those losses and  deficits  through the issuance of debt and
the completion of private equity placements.

         During  the  year  ended  December  31,  2002,  the  Company   acquired
approximately  $126,000 in equipment that was not financed through capital lease
or  financing  arrangements.  Additional  cash  outflows  included  payments  of
approximately  $218,000 towards our capital lease obligations and notes payable.
In addition,  we had cash  outflows of  approximately  $973,000 that reduced our
line of credit with RFC Capital  Corporation.  RFC Capital  Corporation in March
2002,  also  exercised  common  stock  warrants  reducing  our line of credit an
additional $500,000.

         Altogether,  our net  operating,  investing  and  financing  activities
during the year used approximately $434,000 in cash. Our working capital deficit
at December 31, 2002 was approximately $33,298,000.  This represents an increase
of approximately  $11,730,000 from the working capital deficit of $21,568,000 at
December 31, 2001.

         Our current  liabilities  include a total of approximately  $11,627,000
owed to various carriers,  most of which is significantly  past credit terms. In
addition,  our current liabilities include  approximately  $2,803,000 of amounts
owed to various other trade  vendors,  some of which are also past credit terms.
We  currently do not have  sufficient  cash to bring our vendors back to current
terms.

         Until we  produce  positive  cash flow from  operations  and  reduce or
eliminate our working  capital  deficit,  management will be faced with deciding
whether  to use  available  funds to pay  vendors  and  suppliers  for  services
necessary for  operations,  to pay federal and state taxes,  to service our debt
requirements, or to purchase equipment to be used in the growth of our business.
We will need to raise  additional  capital to pay vendors and suppliers,  to pay
federal and state taxes, to service debt requirements and purchase equipment. We
do not consistently pay all of our suppliers on time, some of which are critical
to our operations. These suppliers have given us payment extensions in the past,
although there is no guarantee they will do so in the future.

         Since we have produced  negative  EBITDA  results  during 2002, we will
most likely need to achieve  positive  EBITDA in order to obtain any significant
amounts of debt  funding to meet our capital  expenditure  and  working  capital
needs. As such, we will need to complete  additional private placements in order
to raise the funds needed. Although capital markets have been difficult, we have
shown an ability to raise funds. In May 2001, we raised,  net of issuance costs,
$2,331,706  through  a  private  placement  memorandum.  Although  we have  been
successful in raising funds in the past, there are no assurances that we will be
able to continue to do so.

Liquidity Assessment

         In addition,  we expect our network  development  will require funds to
develop our comprehensive information technology platform to support and enhance
the provisioning,  billing and installation of new and existing customers and to
purchase and install network equipment.  We estimate our capital expenditures to
be  approximately  $200,000  for  2003.  We will  also be  required  to fund our
operating losses and working capital and possible  expenditures  associated with
market  expansions  and  potential  acquisitions  of  businesses  or assets.  In
addition,  we  will  require  funds  to pay our  current  future  minimum  lease
obligations under noncancelable  operating and capital leases and future minimum
commitments under long-term contractual  obligations associated with maintenance
and service agreements. Such future minimum commitments are as follows:

                                       21
<PAGE>
<TABLE>
<CAPTION>


                                                        Capital       Other long-term    Total minimum
                                  Operating lease        lease          contractual        long-term
Year Ending December 31,            obligations       obligations       obligations       obligations
------------------------            -----------       -----------       -----------       -----------

<C>                                 <C>                 <C>             <C>                <C>
2003                                $   653,000         $452,000        $14,684,000        $15,789,000
2004                                    590,000          168,000            340,000         1,098,000
2005                                    246,000           28,000            209,000           483,000
2006                                    213,000                0                  0           213,000
2007                                     30,000                0                  0            30,000
Thereafter                                    0                0                  0                 0


Total future minimum
   long-term obligations            $ 1,732,000         $648,000        $15,233,000       $17,613,000
</TABLE>


         We have limited capital resources  available to us, and these resources
may not be available to support our ongoing operations until such time as we are
able to generate  positive cash flows from operations.  There is no assurance we
will be able to achieve future revenue levels  sufficient to support  operations
or recover  our  investment  in property  and  equipment,  and other  intangible
assets. These matters raise substantial doubt about our ability to continue as a
going concern.  Our ability to continue as a going concern is dependent upon the
ongoing support of our stockholders and customers, our ability to obtain capital
resources  to support  operations  and our  ability to  successfully  market our
services.

         It is the plan of management,  in order to continue operations, to seek
additional  revenue  generating  activities and to seek  additional  capital and
borrowing infusion. There can be no assurance that management will be successful
with this plan.

Inflation

         Inflation  continues to apply  modest,  upward  pressure on the cost of
services provided by CCC GlobalCom.

Forward Outlook and Risks

         From time to time, CCC GlobalCom may publish forward-looking statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  technological  development,  new products,  research and development
activities and similar matters. The Private Securities  Litigation Reform Act of
1995 provides a safe harbor for forward-looking  statements.  In order to comply
with the terms of the safe harbor, CCC GlobalCom notes that a variety of factors
could cause our actual  results and  experience  to differ  materially  from the
anticipated   results   or   other   expectations   expressed   in  any  of  our
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development and results of CCC  GlobalCom's  business
include,  but are not  limited  to,  the  following:  (a) the  failure to obtain
additional  borrowed and/or equity capital on favorable  terms for  acquisitions
and  expansion;  (b) adverse  changes in federal and state laws,  to  government
reimbursement  policies, to private industry reimbursement policies and to other
matters affecting CCC GlobalCom's industry and business; (c) the availability of
appropriate   acquisition   candidates   and  the   successful   completion   of
acquisitions;  (d) the demand for our products and services; and (e) other risks
detailed in our Securities and Exchange Commission filings.

         This  Form  10-KSB  contains  and  incorporates  by  reference  certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange  Act with  respect to results of  operations
and  businesses  of CCC  GlobalCom.  All  statements,  other than  statements of
historical  facts,  included in this Form  10-KSB ,  including  those  regarding
market trends, CCC GlobalCom's financial position, business strategy,  projected
costs,  and plans and  objectives  of  management  for  future  operations,  are
forward-looking  statements.  In general,  such statements are identified by the
use  of  forward-looking  words  or  phrases  including,  but  not  limited  to,
"intended", "will", "should", "may", "expects",  "expected",  "anticipates", and
"anticipated"  or  the  negative  thereof  or  variations   thereon  or  similar
terminology.  These  forward-looking  statements  are  based on CCC  GlobalCom's
current  expectations.  Although we believe that the  expectations  reflected in
such forward-looking  statements are reasonable,  there can be no assurance that
such expectations will prove to be correct.  Because forward-looking  statements
involve risks and  uncertainties,  CCC  GlobalCom's  actual results could differ
materially.  Important  factors  that  could  cause  actual  results  to  differ
materially from our expectations  are disclosed  hereunder and elsewhere in this
Form 10-KSB. See "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING  STATEMENTS" on
page 2 of this Annual Report on Form 10-KSB.  These  forward-looking  statements
represent  our  judgment  as of the date of this  Form  10-KSB.  All  subsequent
written and oral  forward-looking  statements  attributable to CCC GlobalCom are
expressly  qualified  in  their  entirety  by  the  Cautionary  Statements.  CCC

                                       22
<PAGE>

GlobalCom   disclaims,   however,   any  intent  or  obligation  to  update  its
forward-looking statements.

         Ability to Continue as a Going  Concern.  As a result of our  financial
condition,  our  independent  auditor  included an explanatory  paragraph in its
report on our financial  statements for the period ended December 31, 2002, with
respect to our ability to continue as a going  concern.  Our ability to continue
in the normal  course of business  is  dependent  upon its access to  additional
capital and the success of future operations.  Uncertainties as to these matters
raised substantial doubt about our ability to continue as a going concern at the
date of such report.

         We Have a History of Operating Losses,  and We May Not Be Profitable in
the Future.  We have incurred  significant  operating and net losses in the past
and expect to continue to incur  losses in the future as we deploy our  network,
expand our service offerings and enter new markets.  For the year ended December
31, 2001, the Company had a net loss of $18,790,367. For the year ended December
31,  2002,  CCC  GlobalCom  had a net  loss of  $19,710,961.  As we  expand  our
operations, we expect our negative cash flow, operating losses and net losses to
continue for the  foreseeable  future.  We cannot  assure that our revenues will
grow or that we will  achieve  profitability  in the  future.  If we continue to
generate losses without obtaining  additional funding, our ability to pursue our
business  strategy may be restricted.  We have never been  profitable and do not
expect  to become  profitable  in the near  future.  We have  invested  and will
continue to invest significant  amounts of money in our network and personnel in
order to  maintain  and  develop  the  infrastructure  we need to compete in the
markets for our services and achieve profitability.

         Limited Assets and Working Capital Deficit. As of December 31, 2002, we
had, on a consolidated  basis,  total assets of  approximately  $7,295,000 and a
working capital deficit of approximately $33,298,000.  There can be no assurance
that we will  realize  positive  cash flow from  operations  in the  foreseeable
future.  With limited  assets and working  capital  deficit,  we may continue to
experience difficulty in paying our vendors, lenders, and taxing authorities. If
we are unable to pay our vendors,  lenders, and taxing authorities they may stop
providing critical services,  repossess critical equipment, cease funding on our
revolving  line of  credit,  or revoke  taxing  authority  licenses  or  permits
required  to  conduct  business.  In the past we have had  significant  carriers
terminate services to the Company,  we currently are not in compliance with loan
covenants  and we have  received a  Revocation  Order from the State of Missouri
revoking Ciera Network Systems' Missouri retail sales tax license.

         Additional  Capital  Required.  Our business plan provides that we will
attempt to complete additional acquisitions. We believe that we will be required
to raise  additional  capital in order to fund our business plan during the next
24  months.  There  can be no  assurance  that  additional  financing  would  be
available to us or, if available, that it could be obtained on acceptable terms.
We have financed our operations almost exclusively  through the private sales of
securities.  Since we are  losing  money,  we must  raise  the  money we need to
continue  operations and expand our network either by selling more securities or
borrowing  money.  If we are not able to raise  additional  money we will not be
able to implement our strategy for the future,  and we will either have to scale
back our operations or shut down all of our  operations.  Failure to obtain such
financing  could  result  in the  delay  or  abandonment  of  some or all of our
development  and  expansion  plans and  expenditures  and could  have a material
adverse  effect on us.  Limited  Operating  History.  We provide  voice and data
services through the use of the networks of other  communication  providers.  We
have been operating in the telecommunications  business through our wholly owned
subsidiary,  Ciera,  for  approximately  three years.  We have  limited  assets,
limited  revenues  and limited  customers.  Our  customer  base and revenues are
stable to declining on a monthly  basis and we have operated at a loss since its
inception.  There can be no assurance that we will ever operate  profitably.  In
order to significantly  increase revenues,  we must acquire other companies,  as
well as  grow  internally.  Although  our  management  has  conducted  extensive
discussions with the principals of several acquisition targets,  there can be no
assurance  that  we  can  fund  the  acquisitions,  that  we  can  complete  the
acquisitions  or that the acquired  businesses  will  operate at a profit.  As a
result  of  our  limited  operating  history  as a  facilities-based  Integrated
Communications  Provider,  we have limited operating and financial data on which
we can predict our future  performance  and base our  investment  decisions.  We
cannot assure that we can successfully operate as a facilities-based  Integrated
Communications Provider.

         We Must  Expand and  Operate  Our  Network.  Our success and ability to
increase  our  revenues  depends  upon our ability to deliver  telecommunication
services  which,  in turn,  depends on our ability to integrate new and emerging
technologies  and  equipment  into our  network and to  successfully  expand our
network and to increase the number of our customers significantly.

         The   Telecommunications   Market  in  Which  We   Operate   is  Highly
Competitive,  and We May Not Be Able to Compete  Effectively  Against  Companies
That Have  Significantly  Greater  Resources Than We Do, Which Could Cause Us to
Lose   Customers  and  Impede  Our  Ability  to  Attract  New   Customers.   The
telecommunications  industry  is  highly  competitive  and  is  affected  by the
introduction  of new services by, and the market  activities  of, major industry
participants. Most of our other current competitors are substantially larger and

                                       23
<PAGE>

have greater  financial,  technical and marketing  resources than we do. We have
not achieved,  and do not expect to achieve,  a significant market share for any
of the  telecommunication  services we offer.  Many of our competitors  have the
following advantages over us:

         o    long-standing relationships and brand recognition with customers;

         o    financial,  technical,  marketing,  personnel and other  resources
              substantially greater than ours;

         o    more funds to deploy telecommunication services;

         o    potential  to  lower  prices  of   competitive   telecommunication
              services that compete with ours;

         o    fully-deployed and operational networks; and

         o    benefits  from  existing  regulations  that  favor  the  incumbent
              telephone companies.

         We face, and expect to continue to face,  competition  from current and
potential market entrants, including:

         o    long-distance  providers seeking to enter, reenter or expand entry
              into the local telecommunications marketplace; and

         o    other   domestic  and   international   integrated   communication
              providers,   resellers,   Internet  companies,   cable  television
              companies, electric utilities and municipalities,  which are using
              their    rights-of-way    and   other    assets   to   enter   the
              telecommunication services market. In addition, a continuing trend
              toward    combinations    and    strategic    alliances   in   the
              telecommunications  industry  could give rise to  significant  new
              competitors, which could cause us to lose customers and impede our
              ability to attract new customers.

         Resistance  by Potential  Customers to Enter into Service  Arrangements
With Us May Reduce Our  Ability to  Increase  Our  Revenue.  The  success of our
telecommunications service offerings will be dependent upon, among other things,
the  willingness  of  customers to accept us as a new provider of voice and data
services.  Many of our potential customers have entered into term contracts with
incumbent telephone  providers that have penalties for early termination,  which
our potential customers may not want to incur. In addition,  potential customers
may not want to change their existing service providers for a variety of reasons
such as:

         o    longstanding service relationships with existing providers;

         o    potential  service  interruptions  in switching to a new provider;
              and

         o    existing  providers  having  financial,  technical,  marketing and
              other resources that are substantially greater than ours.

         We  cannot  assure  that  we  will  be  successful  in  overcoming  the
resistance  of  customers  to  change  their  current  integrated  communication
providers,  particularly  those that purchase services from incumbent  telephone
companies.  The lack of such  success  would  reduce our ability to increase our
revenue.

         If Our Back Office and Customer  Service Systems Are Unable to Meet Our
Needs,  We May Not Be Able to Bill  Our  Customers  Efficiently  or  Provide  an
Adequate  Level of Customer  Service.  Sophisticated  back office  processes and
information  management  systems are vital to our growth and our ability to bill
customers  accurately,   initiate  service  for  customers,   achieve  operating
efficiencies  and  improve  our  operating  margins.  Our plans to  develop  and
implement  these back office and customer  service  systems  rely,  for the most
part,  on choosing  products and  services  offered by  third-party  vendors and
integrating  these products and services into our  operations.  We cannot assure
that these  systems will perform as expected as we grow our  customer  base.  In
addition,  our right to use these systems  depends upon license  agreements with
third-party  vendors.  If these vendors elect to cancel or not renew some or all
of these license agreements, our business may be adversely affected. Some of the
risks associated with our back office and customer service systems include:

         o    the failure by  third-party  vendors to deliver their products and
              services in a timely and effective manner and at acceptable costs;

                                       24
<PAGE>

         o    our failure to identify key information and processing needs;

         o    our  failure  to  integrate  our  various  information  management
              systems effectively;

         o    our failure to maintain and upgrade systems as necessary; and

         o    our  failure  to  attract  and retain  qualified  systems  support
              personnel.

         Development and Expansion Risk and Possible Inability to Manage Growth.
We are in the early stages of operations.  Our success will depend,  among other
things,  on substantial  increases in customer base, on our ability to engage in
business in foreign  markets,  on the execution of agreements with the owners of
long-distance  lines or  distribution  channels,  on obtaining  of  governmental
permits,  and on subsequent  developments in state and federal  regulations.  In
addition,  the expansion of our business will involve acquisitions,  which could
divert the resources and management time and require  integration  with our then
existing  operations.  There can be no assurance that any acquired business will
be successfully integrated into our operations or that any such acquisition will
meet our  expectations.  Our future  performance will depend,  in part, upon our
ability to manage our growth effectively, which will require us to implement and
improve our operating,  financial and accounting systems,  to expand,  train and
manage its employee base and to effectively  manage the  integration of acquired
businesses.  These factors,  and others, could adversely affect the expansion of
our  customer  base and service  offerings.  Our  inability  either to expand in
accordance with our plans or to manage our growth could have a material  adverse
effect on our business, financial condition and results of operations.

         We Will Need to Rely on Incumbent  Local Exchange  Carriers  (ILECs) to
Successfully  Implement Our Services.  Their Failure to Cooperate  With Us Could
Adversely  Affect the Services We Offer and Cause Us to Lose Customers.  We are,
and will  continue to be,  dependent on the ILECs and, as we expand our network,
on other incumbent  telephone  companies that operate in our target market areas
to  assure  that  we  can  provide  our  customers   uninterrupted  service  and
competitive services.  The  Telecommunications  Act of 1996 requires the largest
incumbent  telephone companies to lease or "unbundle" their network elements and
make them  available  to others and us for  purchase,  as well as provide  their
telecommunications  services to others and us at  wholesale  prices.  We cannot,
however,  assure  that  these  elements  and  services  will  be  provided  in a
commercially-viable   manner  or  at  reasonable  prices.  Many  new  integrated
communication providers have experienced  difficulties in working with incumbent
telephone   companies.   Problems  have  arisen  in  installing   access  lines,
implementing  interconnection  and co-location and integrating the  preordering,
ordering,  repairing and billing  systems used by new  integrated  communication
providers with the systems of incumbent telephone companies.  These problems may
impair our  reputation  with  customers  who can easily switch back to incumbent
telephone   companies  or  to  other   telecommunications   service   providers.
Coordination  and cooperation with incumbent  telephone  companies are necessary
for new integrated communication providers, such as us, to provide local service
to customers on a timely, cost-effective and competitive basis. In addition, our
ability to implement  successfully our switched and enhanced  telecommunications
services  will  require  the  negotiation  of  interconnection  and  co-location
agreements with incumbent telephone  companies.  Interconnection  agreements set
forth the terms and  conditions  governing  how local  integrated  communication
providers   interconnect   their  networks  and/or  purchase  or  lease  network
facilities  and services.  These  negotiations  may require  considerable  time,
effort and  expense  and the  agreements  will be  subject to federal  and state
regulation. The terms of interconnection agreements, such as our agreements with
ILECs,  typically cover a two-to three-year period,  requiring us to renegotiate
them  frequently.  We cannot  assure that we will be able to  renegotiate  these
interconnection  agreements or negotiate new  agreements in our existing and new
markets on favorable terms. Delays in obtaining  interconnection  agreements may
delay our entry  into new  markets.  In  addition,  the  prices set forth in the
interconnection  agreements may be subject to significant  rate increases at the
discretion  of the  regulatory  authority  in each of the  states in which we do
business.   A  significant   part  of  our  cost  structure   depends  on  these
state-regulated  rate structures.  We cannot assure that the rates charged to us
under our  interconnection  agreements  will allow us to offer  usage  rates low
enough to attract a  sufficient  number of  customers  to operate  our  business
profitably.

         If Third Parties Do Not Provide the Telecommunications Products and the
Installation  and Field Services That Are Critical to Our Business We Could Lose
Customers.  Because we depend on third-party  vendors we do not have  guaranteed
capacity or control  over  delivery  schedules,  quality  assurance,  production
yields and costs.  If any of our  vendors  reduces or  interrupts  its supply of
products,  or if any significant  installer or field service provider interrupts
its service to us or fails to perform to required  specifications,  our business
could be disrupted,  which could cause us to lose  customers.  In addition,  our
suppliers  may be unable  to  manufacture  and  deliver  the  telecommunications
products  we  require.  If this were to occur,  we might be unable to deploy our
network in a timely manner, thus reducing our ability to compete.

                                       25
<PAGE>

         Declining  Prices  for  Telecommunications  Services  Could  Reduce Our
Revenue  and  Profitability.   The  telecommunications   business  is  extremely
competitive.  Long-distance prices have decreased  substantially in recent years
and have shown signs that the pricing pressure may be easing.  In addition,  the
long-distance industry has historically  experienced high customer attrition, as
customers frequently change their chosen long-distance  providers in response to
lower rates or promotional incentives by competitors. We rely on other companies
to provide service for all of our long-distance  traffic. As we enter additional
markets  we will  need to  negotiate  resale  agreements  with  other  telephone
companies to provide us with long-distance  services.  Such agreements typically
provide for the resale of  long-distance  services on a per-minute basis and may
contain minimum volume  commitments.  Negotiation of these  agreements  involves
estimates of future supply and demand for  long-distance  services and estimates
of the calling patterns and traffic levels of our customers.  If we fail to meet
our minimum  volume  commitments,  we may be obligated to pay  under-utilization
charges, and if we underestimate our need for long-distance  services, we may be
required to obtain capacity through more expensive means,  which would raise our
costs and reduce our revenues.  Our failure to achieve  acceptable  profits from
our long-distance business could have a material adverse effect on us. Trends in
the  pricing  for  long-distance  services  may be  indicative  of trends in the
telecommunications industry. If this is the case, revenue from our other service
offerings may be subject to significant price pressure.

         An increase in the capacity of our competitors  could adversely  affect
our business. Furthermore, the marginal cost of carrying an additional call over
existing  fiber optic cable is  extremely  low. As a result,  within a few years
there may be dramatic and substantial price reductions.

         Our Failure to Integrate  Successfully  Other Businesses We Acquire May
Raise Our Costs and Reduce Our  Revenue.  As part of our business  strategy,  we
seek to expand  through  investments in or the  acquisition of other  businesses
that we believe are complementary to our business.  Although we regularly engage
in  discussions  relating to  potential  acquisitions,  we are unable to predict
whether any acquisitions will actually occur. If we acquire companies,  networks
or other  complementary  assets as part of our expansion plan we will be subject
to the risks  generally  associated with  acquisitions.  Our ability to complete
acquisitions  will depend,  in part, on our ability to finance the  acquisitions
(including  the  costs of  acquisition  and  integration).  Our  ability  may be
constrained  by our cash  flow,  the  level  of our  indebtedness  at the  time,
restrictive  covenants in the agreements governing our indebtedness,  conditions
in the securities  markets and other  factors,  some of which are not within our
control.  If we proceed with one or more acquisitions in which the consideration
consists of cash,  we may use a  substantial  portion of our  available  cash to
complete  the  acquisitions.  If we finance  one or more  acquisitions  with the
proceeds of  indebtedness,  our interest  expense and debt service  requirements
could  increase  materially.   Furthermore,  if  we  use  our  common  stock  as
consideration for acquisitions,  our stockholders  would experience  dilution of
their  ownership  interests  represented  by their shares of common  stock.  The
financial impact of acquisitions  could materially affect our business and could
cause substantial fluctuations in our quarterly and yearly operating results.

         The  Telecommunications  Industry  Is  Undergoing  Rapid  Technological
Changes,  and New  Technologies  May Be Superior to the Technologies We Use. Our
Failure to Keep up with Such Changes Could  Adversely  Affect Our Business.  The
telecommunications  industry  is  subject  to rapid and  significant  changes in
technology and in customer  requirements and preferences.  We have developed our
business  based,  in  part,  on  traditional  telephone  technology.  Subsequent
technological  developments  may reduce the  competitiveness  of our network and
require expensive.  unbudgeted upgrades or additional telecommunication products
that could be time consuming to integrate into our business,  and could cause us
to lose  customers  and impede our ability to attract new  customers.  We may be
required  to  select  one  technology  over  another  at a time when it might be
impossible to predict with any certainty which  technology will prove to be more
economic,  efficient or capable of attracting customers. In addition, even if we
acquire new  technologies we may not be able to implement them as effectively as
other companies with more experience with those new technologies.

         Marketing   Risks.   Although   we  expect  to  market  a  variety   of
telecommunications services to customers and prospective customers, there can be
no assurance  that we will be able to attract and retain new customers or retain
and sell additional services to existing customers.

Critical Accounting Policies

         Our discussion  and analysis of our financial  condition and results of
operations is based upon our consolidated financial statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial statements requires us to make
estimates  and  assumptions  about the  effect of  matters  that are  inherently
uncertain.  These  estimates  and  assumptions  affect the  reported  amounts of
assets,  liabilities,  revenues and expenses and disclosure of contingent assets

                                       26
<PAGE>

and  liabilities  that exist at the date of our financial  statements.  While we
believe our estimates are appropriate,  actual results can, and often do, differ
from those estimates.

         Our critical  accounting  policies are discussed  below.  Each of these
areas involves  complex  situations and a high degree of judgment  either in the
application and  interpretation of existing  literature or in the development of
estimates that impact our financial statements.

         Revenue  Recognition.  We  recognize  revenue  in  accordance  with all
applicable U.S. Generally  Accepted  Accounting  Principles  including SEC Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial  Statements" (SAB
101),  which provides  additional  guidance on revenue  recognition,  as well as
criteria for when revenue is realized and earned and related costs are incurred.
The  application  of SAB 101  requires  management's  judgment on the amount and
timing of revenue recognition.  Should changes in conditions cause management to
determine  the  revenue  recognition  criteria  are not met for  certain  future
transactions,  revenue  recognized  for any reporting  period could be adversely
affected.

         The assessment of collectabilty is particularly critical in determining
whether or not  revenue  should be  recognized.  A portion of our revenue is for
reciprocal  compensation generated by calls placed to Internet Service Providers
who are our  customers.  In addition,  a portion of our revenue is access charge
revenue  for   connecting   our  voice  service   customers  to  their  selected
long-distance   carriers  for   outbound   calls  or  for   delivering   inbound
long-distance traffic to our voice service customers.  Our ability to earn local
reciprocal  compensation revenues and access revenues is the subject of numerous
regulatory and legal challenges. Until these issues are ultimately resolved, our
policy is to  recognize  these  revenues  only when  realization  is  reasonably
assured.

         Accounts  Receivable.  A considerable amount of judgment is required in
assessing the ultimate realization of our accounts  receivable.  We evaluate the
collectability of our accounts  receivable based on a combination of factors. We
recognize  allowances  for  doubtful  accounts  based on the  length of time the
receivables  are past due, the current  business  environment and our historical
experience.  In  circumstances  where we are aware of a specific  customer's  or
carrier's  inability  to meet  its  financial  obligations  to us,  we  record a
specific  allowance against amounts due to reduce the net recognized  receivable
to the  amount  we  reasonably  believe  will  be  collected.  If the  financial
condition  of our  customers  or  carriers  were to  deteriorate  or if economic
conditions worsened, additional allowances may be required in the future.

         Goodwill and Intangibles.  We had significant intangible assets related
to goodwill and other acquired intangibles. (See note 5 in Notes to Consolidated
Financial  Statements.) The  determination of related estimated useful lives and
whether or not these  assets  are  impaired  involves  significant  judgment  by
management.   We  periodically   evaluate  acquired   businesses  for  potential
impairment  indicators.  Our judgments regarding the existence of impairment are
based on market  conditions,  legal factors and  operational  performance of our
acquired  businesses.  Future events could cause us to conclude that intangibles
associated with our acquired businesses are impaired.  Any resulting  impairment
loss could have a significant  impact on our financial  condition and results of
operations.

         Network  Expenses.  The  recognition of network expense and the related
liabilities for network expense requires certain estimates and assumptions to be
made by management. Our accruals for unbilled leased network facilities, network
access charges,  and equipment  co-location charges are based on circuit counts,
estimated  usage,  and  active  co-location  sites.  Additionally,  our  accrual
includes charges  invoiced by carriers,  which are probable network expenses but
have not yet been  paid due to rate or  volume  disputes  with  other  carriers.
Should  changes in  conditions  or facts  cause us to revise our  estimates  our
financial condition and results of operations could be significantly impacted.

         Other Matters. We do not have any of the following:

         o    Off-balance sheet financial arrangements;

         o    Trading  activities  that  include  nonexchange  traded  contracts
              accounted for at fair value; or

         o    Relationships  and  transactions  with  persons or  entities  that
              derive benefits from any  nonindependent  relationship  other than
              the related party transactions discussed below.

                                       27
<PAGE>

New Accounting Pronouncements

         We  continually   monitor  and  revise  our   accounting   policies  as
developments occur. The following recently issued accounting  pronouncements may
impact  the  future  presentation  of our  financial  condition  and  results of
operations.

         In  August  2001  the  Financial   Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." This Statement addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
Adoption of this statement is required for fiscal years beginning after December
15, 2001. The adoption of this  statement did not have a material  effect on our
financial position or results of operations.

         In December  2002 the FASB issued SFAS No. 148 (SFAS 148),  "Accounting
for Stock-based Compensation-Transition and Disclosure," amending FASB Statement
No. 123 (SFAS 123), "Accounting for Stock-based Compensation." SFAS 148 provides
two  additional  alternative  transition  methods  for  recognizing  an entity's
voluntary  decision to change its method of accounting for stock-based  employee
compensation  to the  fair-value  method.  In  addition,  SFAS  148  amends  the
disclosure  requirements  of SFAS  123 so that  entities  will  have to (1) make
more-prominent  disclosures  regarding  the  pro  forma  effects  of  using  the
fair-value method of accounting for stock-based compensation,  (2) present those
disclosures in a more accessible format in the footnotes to the annual financial
statements,  and (3) include those disclosures in interim financial  statements.
SFAS  148's  transition  guidance  and  provisions  for annual  disclosures  are
effective for fiscal years ending after December 15, 2002;  earlier  application
is permitted.  During 2002 management  implemented  SFAS 148. The only effect on
the  Company's  consolidated  financial  statements  was to change the pro forma
disclosure  information for stock-based  compensation.  Disclosures  required by
SFAS 148 will appear in the Company's future interim financial statements.

         In January 2003 the FASB issued  Interpretation No. 46,  "Consolidation
of  Variable  Interest   Entities,"  an  interpretation  of  ARB  No.  51.  This
Interpretation  addresses the consolidation by business  enterprises of variable
interest entities as defined in the Interpretation.  The Interpretation  applies
immediately to variable  interests in variable  interest  entities created after
January 31,  2003,  and to variable  interests  in  variable  interest  entities
obtained after January 31, 2003. For public enterprises with a variable interest
in  a  variable   interest   entity  created   before   February  1,  2003,  the
Interpretation  is applied to that enterprise no later than the beginning of the
first interim or annual  reporting  period  beginning  after June 15, 2003.  The
Company does not expect the adoption of Interpretation No. 46 to have a material
impact on the Company's future results of operations or financial position.

         The  Emerging  Issues  Task  Force  issued  EITF  No.  00-21,  "Revenue
Arrangements  with Multiple  Deliverables"  addressing the allocation of revenue
among  products  and  services  in  bundled  sales  arrangements.  EITF 00-21 is
effective for  arrangements  entered into in fiscal periods after June 15, 2003.
The Company  does not expect the  adoption of EITF No.  00-21 to have a material
impact on the Company's future results of operations or financial position.

Certain Related Party Transactions

         See Item 13 of this Annual Report on Form 10-KSB.

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial Statements and notes thereto are included elsewhere in this
Annual Report on Form 10-KSB as follows:

                                                                      Page
                                                                      ----

Report of Tanner + Co...............................................  F-1
Consolidated Balance Sheet..........................................  F-2
Consolidated Statement of Operations................................  F-3
Consolidated Statement of Changes in Stockholders' Deficit..........  F-4
Consolidated Statement of Cash Flows................................  F-5
Notes to Consolidated Financial Statements..........................  F-6

                                       28
<PAGE>


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

         None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH  SECTION  16(a) OF THE EXCHANGE ACT

         A.  Identification of Directors and Executive  Officers.  The directors
and officers of CCC  GlobalCom,  who will serve until the next annual meeting of
shareholders  or until their  successors are elected or appointed and qualified,
are set forth below:
<TABLE>
<CAPTION>

Name                         Age      Director Since         Expiration of Term           Position with CCC GlobalCom
----                         ---      --------------         ------------------           ---------------------------

<S>                           <C>       <C>                      <C>                   <C>
Z. A. Hakim................   47        June 2000                June 2003             Chairman of the Board/Director
Paul E. Licata.............   53        June 2000                June 2003             Vice Chairman of the Board/Chief
                                                                                       Executive Officer/President/Director
Robert W. Livingston.......   56        N/A                      N/A                   Executive Vice President
James H. Miller............   43        N/A                      N/A                   Secretary
Gilbert Gertner............   77        August 2002              June 2003             Director
Ray Klentzman..............   52        August 2002              June 2003             Director
James T. Rash..............   62        August 2002              June 2003             Director
Joseph P. Tate.............   59        August 2002              June 2003             Director
Charles J. Wisdom..........   65        August 2002              June 2003             Director
</TABLE>

         Z. A. Hakim. Mr. Hakim has been Chief Executive  Officer,  Director and
Chairman of the Board of CCC GlobalCom  since June 2000. On August 8, 2002,  Mr.
Hakim resigned as Chief Executive Officer and as an employee of the Company. Mr.
Hakim remains as Chairman of the Board.  From August 1999 to June 2000 Mr. Hakim
was Chief Executive Officer, Director and Chairman of the Board of CCC GlobalCom
Corporation,  a privately-held  company. In June 2000 CCC GlobalCom  Corporation
entered into a reverse merger with Emerald Capital Investments,  Inc. and became
a publicly-traded company. Mr. Hakim, as an engineer,  businessman and corporate
executive,  has  extensive  global  expertise in the  telecommunications  arena,
through individual and joint ventures has established Internet, Private Line and
Cellular   Phone   companies   in  several   countries   around  the  world  and
telecommunications  presence  in  Venezuela,   Ecuador,  Peru,  Antigua/Barbuda,
Anguila, Ivory Coast and in Benin, Africa. Mr. Hakim has served as petroleum and
telecommunications  advisor to the  government  of Grenada,  Ukraine,  Benin and
Ecuador.  Mr. Hakim served as the Chairman of CCOM of Venezuela  and Peru and as
President  for  POINTECOM  for the  International,  Central  and South  American
markets. Most recently, Mr. Hakim served as Chief Executive Officer of Commodity
Customer   Corporation,   a  consulting  firm,   including   implementation   of
telecommunication  networks in America.  Mr.  Hakim is a Trustee of the Board of
Directors of Houston Baptist  University and serves on the finance and technical
committees  for the second  consecutive  year.  Mr.  Hakim  holds a Bachelor  of
Science in Electrical Engineering from Florida Institute of Technology.

         Paul E.  Licata.  Mr.  Licata  has been  President,  Director  and Vice
Chairman of the Board of CCC GlobalCom  since June 2000. On August 8, 2002,  Mr.
Licata was elected Chief Executive  Officer of the Company.  From August 1999 to
June  2000  Mr.  Licata  was  President  and  Director  of  CCC   GlobalCom,   a
privately-held  company. Mr. Licata has practiced law in Houston,  Texas for the
past 26 years.  His practice has included  business and corporate law matters as
well as litigation.  He earned his  undergraduate  degree from the University of
Texas and his law degree from the University of Houston. During his legal career
Mr. Licata has represented various corporations,  both foreign and domestic, and
has headed foreign companies'  investments into the U.S. real estate market. Mr.
Licata has also been  instrumental in U.S.  companies  obtaining  licenses to do
telecommunications  business  in South  America.  Mr.  Licata is licensed in the
Supreme Court of Texas and all federal  courts in Texas,  including the Court of
Appeals.

         Robert W.  Livingston.  Mr.  Livingston  has served as  Executive  Vice
President of CCC GlobalCom since November 2001. In addition,  Mr. Livingston has
served  as the  Chief  Executive  Officer  of  Ciera  from  December  1998.  Mr.
Livingston formed Ciera in December 1998, which was acquired by CCC GlobalCom in
June 2000.  Mr.  Livingston  has been a Director of Ciera since its inception in
December  1998.  From 1997 to 1998 he was Chief  Operating  Officer of  Wireless
Communications  Technology,  Inc., a cellular telephone operator in Africa. From

                                       29
<PAGE>

1996  to  1997  he  was  a  Vice   President   of  GST   Telecommunications,   a
publicly-traded  telecommunications  company.  From  1987  to 1995 he was CEO of
Texas-Ohio  Communications,  a switchless  reseller of  long-distance  telephone
service.  Mr.  Livingston  holds  a  Bachelor  of  Business   Administration  in
Accounting and Finance from Sam Houston State University.

         James H. Miller.  Mr.  Miller has served as Corporate  General  Counsel
since April 2001 and Secretary of CCC GlobalCom since September 2001. Mr. Miller
was the Senior  Litigation  Counsel of Equalnet  since April 2000, the assets of
which were  acquired by CCC GlobalCom in April 2001.  Prior to joining  Equalnet
Mr. Miller was in private law practice from 1994 through 2001, was with Miller &
Verbil from  1993-1994 and with Baker & Botts from  1985-1991.  Mr. Miller has a
Masters in Environmental  Engineering from Rice University,  holds a Bachelor of
Science  in  Mechanical  Engineering  from  Texas  A&M  University  and a  Juris
Doctorate from the University of Texas.

         Gilbert Gertner.  Mr. Gertner has been a director since August 2002. He
is  currently  Owner and CEO of Gertner  Investments  and  Chairman of Worldwide
PetroMoly Inc. Mr. Gertner has extensive  experience in real estate transactions
and in financing and directing  companies.  Mr. Gertner has 56 years of business
experience covering virtually every field of investments.  Mr. Gertner is also a
board member of Sharp Holding Corporation and Crescent Communications, Inc.

         Ray Klentzman.  Mr. Klentzman has been a director since August 2002. He
is a Certified  Public  Accountant,  Certified  Financial  Planner and Certified
Senior  Advisor with over 22 years of experience in Accounting and Tax Planning.
Mr.  Klentzman is currently the President of Ray Klentzman CPA. Mr. Klentzman is
also  a  Registered  Representative  (Stockbroker)  with  H.D.  Vest  Investment
Securities,  Inc. Mr. Klentzman is a member of the Accountants  World,  American
Institute of CPAs.  Mr.  Klentzman  holds a Bachelor of Business  Administration
from the  University  of Houston  and an  Associates  of Arts from Blinn  Junior
College.

         James T. Rash.  Mr. Rash has been a director  since August 2002.  He is
currently  Chairman  and CEO of Tidel  Technologies,  Inc. Mr. Rash joined Tidel
Technologies,  Inc. in July 1987 and served as Chief Financial  Officer and as a
Director until February 1989.  Since that time Mr. Rash has served  continuously
as Chairman  of the Board of  Directors  and Chief  Executive  Officer,  and has
served as Chief Financial Officer since January 1995. Mr. Rash was also Chairman
and  Chief  Executive  Officer  of 3CI from the date of its  acquisition  by the
Company  until   February   1994.   Mr.  Rash  earned  a  Bachelor  of  Business
Administration degree from the University of Texas at Austin.

         Joseph P. Tate.  Mr. Tate has been a director  since August 2002. He is
currently President and CEO of Tate Investments. Mr. Tate has more than 35 years
of entrepreneurial  experience.  In 1967, Mr. Tate founded Valley Sanitation,  a
two-truck waste hauling business in Fort Atkinson,  Wisconsin. In 1993, Mr. Tate
merged what had become a  12-location  business  with 10 others to form Superior
Services,  Inc., a solid  waste,  special  waste and  hazardous  waste  business
serving the Midwest. By 1999, Superior had a successful initial public offering,
a secondary  offering and finally sold to Vivendi,  a French  conglomerate.  Mr.
Tate is also a board member of Second Harvest Food Bank,  co-chair of the Second
Harvest  Foundation and board member of Next Door  Foundation.  Mr. Tate holds a
Bachelor of Science Management and Administration from Indiana University.

         Charles J. Wisdom. Dr. Wisdom has been a director since August 2002. He
has been a Pastor for 44 years.  Dr.  Wisdom is  currently  the  Director  of CJ
Wisdom  Ministries  and is the  leader  of The Katy  Church.  Dr.  Wisdom  was a
Seminary  Professor in Mexico City and was the Pastor of First Baptist Church of
Katy for over 17 years and currently is Pastor Emeritus. Dr. Wisdom's past board
and  trustee  experience  includes:  Trustee of East Texas  Baptist  University,
Trustee of Memorial Hospital System, San Antonio,  Member of the Executive Board
of the BGCT,  Dallas and a Trustee of Houston  Baptist  University.  Dr.  Wisdom
holds a Bachelor of Arts degree from Stephen F. Austin  University,  a Master of
Divinity  from  Southwestern  Seminary  in Fort  Worth,  Texas  and a Doctor  of
Ministry from the Chicago Theological Seminary.

         B. Significant Employees.

         Todd  Wallace,  36, has served as the Chief  Technology  Officer of CCC
GlobalCom  since  December 2002.  Prior to CCC GlobalCom,  Mr. Wallace served as
Chief  Technology  Officer  for  IPOperations.  Mr.  Wallace  has over 16 years'
experience  in the computer  systems  industry and 12 years of experience in the
telecommunications   industry.  Prior  to  IPOperations  Mr.  Wallace  was  Vice
President of Technology at FlashNet Communications,  a national Internet Service
Provider with over 230,000  subscribers and 650 Points of Presence.  Mr. Wallace
has  also  held  management  positions  at  Excel  Communications  where  he was
responsible  for all  Internet  and  Architecture  functions.  Early  experience
includes working at Compaq Computer Corporation in Engineering and Omni Computer

                                       30
<PAGE>

Solutions as a  consultant  working with Small- and  Mid-Sized  businesses.  Mr.
Wallace received a Bachelor of Business  Administration  in General Business and
an Masters of Business Administration in Information Systems Management.

         Jerry  Lambert,  38,  has  served as Chief  Information  Officer of CCC
GlobalCom  since  December  2002.  Mr. Lambert has 15 years of experience in the
telecommunications  and computer systems  industries.  He has experience in both
start-up  organizations  and in large  publicly-traded  telecom  companies.  Mr.
Lambert's previous  experience  includes the CEO position with  IPOperations,  a
Voice-Over-IP (VOIP) carrier based in Dallas. Prior to IPOperations, Mr. Lambert
was Vice President of Application  Engineering of VocalTec  Communications,  the
recognized  pioneer of the Internet  telephony  industry.  Mr. Lambert also held
senior telecommunications  consultant positions with Compaq and SHL SystemHouse.
In these  consulting  roles,  Mr.  Lambert  specialized  in network  management,
telephony carrier operations,  Internet telephony and call center practices. Mr.
Lambert's  carrier  experience  includes  management  positions with Nacogdoches
Telecommunications,  Digital Network and Excel Communications.  In these carrier
positions,  he was  involved in strategic  systems  planning,  business  process
improvement,  enterprise  systems  management  and new product  deployment.  Mr.
Lambert  holds a Bachelor  of  Business  Administration  degree  with a major in
Business Information Systems.

         Gary  Pentecost,  55,  has  served  as  the  Director  of  Mergers  and
Acquisitions  of CCC  GlobalCom  since  September  2000.  Prior to  joining  CCC
GlobalCom Mr. Pentecost  served in successive roles with GST Telecom,  including
Director of Acquisitions  and Mergers,  Regional Vice President and President of
GST Net from  1995 to  1998.  Mr.  Pentecost  joined  GST  Telecom  through  its
acquisition of Texas-Ohio  Communications,  where Mr.  Pentecost served as Chief
Executive  Officer from 1991 to 1995. Mr.  Pentecost holds a Bachelor of Arts in
Business Administration from the University of Houston, Texas.

         Mario H. Hernandez, 47, has served as Controller of CCC GlobalCom since
July 2002.  Prior to joining CCC GlobalCom Mr.  Hernandez spent twenty-two years
in the telecom and data  equipment  industry.  Mr.  Hernandez  has served in the
Director  of Finance  position  for  NextiraOne,  LLC,  Director  of Finance and
Controller positions for Williams Communications  Solutions, LLC, and Controller
position for Centel  Communications  Systems.  Mr. Hernandez holds a B.S.B.A. in
Accounting from the University of Houston at Victoria, Texas.

         C. Family  Relationships.  There are no family  relationships among CCC
GlobalCom's officers and directors.

         D. Other Involvement in Certain Legal Proceedings.

         Mr. James H. Miller was the Senior Litigation  Counsel of Equalnet.  On
August 9, 2000 Equalnet  Communications Corp. and its wholly-owned  subsidiaries
filed a voluntary  petition for relief under Chapter 11, Title 11, of the United
States Code in the United States Bankruptcy  Court,  Southern District of Texas,
Houston  Division.  A plan of  reorganization  was not  approved  by the  Court.
Equalnet sold substantially all of its assets to CCC GlobalCom in April 2001 and
ceased operations.

         There have been no criminal proceedings and no judgments or injunctions
material  to the  evaluation  of the ability and  integrity  of any  director or
executive officer during the last five years.

         Compliance with Section 16(a). CCC GlobalCom is not a reporting company
under either  Section 12(b) or Section 12(g) of the  Securities and Exchange Act
of 1934 and accordingly, is not subject to Section 16(a) of such Act.

ITEM 10.   EXECUTIVE COMPENSATION

Compensation Summary

         The following table sets forth a summary of all compensation during the
last three fiscal years for (1) CCC GlobalCom's Chief Executive Officer, and (2)
the executive  officers of CCC GlobalCom whose aggregate annual salary and bonus
exceed  $100,000 for the year ended December 31, 2002,  2001 or 2000 (the "named
executive officers").

                                       31
<PAGE>
<TABLE>
<CAPTION>

                                                                                                     Securities
                                                                                                     ----------
Name and Principal                             Annual                    Other       Restricted      Underlying    All Other
-------------------                            -------                   ------      -----------     -----------   ----------
Position                 Year Ended Dec. 31,     Salary      Bonus    Annual Comp  Stock Award(s)   Options /SARs     Comp      Note
--------                 -------------------     ------      -----    -----------  --------------   -------------     ----      ----

<S>                              <C>            <C>         <C>         <C>            <C>            <C>                        <C>
Z. A. Hakim                      2002           $183,063                 $5,179
Chairman of the Board            2001           $250,000                               $21,000         600,000                   (2)
                                 2000           $145,833

Paul E. Licata                   2002           $208,893                 $7,200        $60,000         500,000                   (1)
Chief Executive                  2001           $192,000                               $21,000         600,000                   (2)
Officer, President               2000           $109,169
and Vice Chairman of
the Board

Robert W. Livingston             2002           $171,923
President of Ciera               2001           $120,000     $3,000     $25,024                        750,000                   (3)
and Executive Vice               2000           $120,000    $25,000                                                              (4)
President

Clifford J. Bottoms              2002            $68,283                 $1,731                         34,607                   (5)
Chief Financial
Officer

Stephen A. Garcia                2002           $113,117
Former Chief
Financial Officer
----------
</TABLE>

(1)      Mr. Licata was awarded  August 19, 2002,  500,000  shares of restricted
         common  stock  pursuant to his  Addendum to  Employment  Contract  upon
         elected Chief Executive Officer of CCC GlobalCom.

(2)      Mr. Hakim and Mr. Licata were each awarded 600,000 shares of restricted
         common  stock,  under terms of an Escrow  Agreement  that was fulfilled
         November  30,  2001 when the Company  purchased  the assets of Incomnet
         Communications  Corp. These shares have been valued at $0.035 per share
         based upon an independent appraisal report.

(3)      In August 2001,  CCC  GlobalCom  entered into a Settlement  and Release
         Agreement  with  Mr.  Livingston  and Mr.  James H.  Jarrett,  a former
         officer of CCC GlobalCom,  to settle and resolve differences related to
         the Ciera Purchase executed on May 3, 2000. The Company agreed to issue
         400,000  shares of CCC GlobalCom  stock to each  officer.  Those shares
         have  been  valued  at  $0.035  per  share  based  upon an  independent
         appraisal  report.  The stock was issued during the year ended December
         31, 2002. The Company accrued a total of $28,000 in expense during 2001
         related to these shares,  and $14,000 has been included in Other Annual
         Compensation in the Summary  Compensation Table for Mr. Livingston.  In
         addition,  CCC GlobalCom  reimbursed the officers for professional fees
         of  approximately  $4,000  each that the  officers  incurred  to have a
         review of the  documents  performed,  which is also  included  in Other
         Annual Compensation for Mr. Livingston.

(4)      Under  provisions  of the  June  2000  employment  agreement  with  Mr.
         Livingston, he was initially to be granted 500,000 shares of stock upon
         joining  the  company  that would vest over five years and an option to
         purchase  250,000  shares of stock at a price of $3.75  per share  that
         would also vest over five years.  The employment  agreement was amended
         in 2001 and the sign-on  shares were replaced  with 500,000  options to
         purchase  company  stock at a price of $3.50 per  share  that vest over
         five years from  employment  date.  The options  expire June 2005.  Mr.
         Livingston is vested in 300,000 options at the current date. No options
         have  been  exercised  by  Mr.  Livingston.  See  Employment  Agreement
         disclosure below for more information. All options granted were outside
         the 2001 Stock Incentive Plan discussed below.

(5)      Mr.  Bottoms  resigned  from the Company and the board during the first
         quarter 2003 to pursue other  opportunities.  Mr. Garcia  resigned from
         the   Company   during  the  third   quarter   2002  to  pursue   other
         opportunities.

                                       32
<PAGE>

Options/SAR Grants in Last Fiscal Year

         The  following  table sets forth the stock option grants that have been
awarded to executive officers of CCC GlobalCom.
<TABLE>
<CAPTION>

                             Number of Securities
                             --------------------
                            Underlying Options/SARs      Percent of Total Options/SARs  Exercise or Base
                            -----------------------      -----------------------------  ----------------
Name                                Granted                   Granted to Employees       Price ($/Share)    Expiration Date   Notes
----                                -------                   --------------------       ---------------    ---------------   -----
<S>                                   <C>                              <C>                    <C>               <C>            <C>
Clifford J. Bottoms                   34,607                           4%                     $1.00             11/18/12       (1)

-----------
</TABLE>

(1)      Options issued under CCC  GlobalCom's  2001 Stock  Incentive  Plan. See
         2001 Stock Incentive Plan disclosure below for more information.

Aggregate Option Exercises and Number/Value of Unexercised Options

         No options were exercised during 2002 or 2001. The total vested options
for Mr. Livingston and Mr. Jarrett at December 31, 2002 is 410,000.

Compensation of Directors

         Members  of  the  Board  of  Directors,   including  employees  of  CCC
GlobalCom,  are compensated  $500 for each meeting  attended.  During 2002 there
were two scheduled Board of Directors  meetings scheduled after the expansion of
the Board to ten  members  on  August  8,  2002.  On  October  9, 2002 the board
resolved to issue  50,000  shares of common  stock to each of the current  board
members of the Company as  additional  compensation.  At  December  31, 2002 the
shares  have  not  been  issued  but  have  been  accrued  for in the  financial
statements for the period ended December 31, 2002.

Employment Agreements

         In February 2001 CCC GlobalCom entered into employment  agreements with
Mr.  Hakim and Mr.  Licata that expire  February 16, 2005.  The  agreements  are
automatically  extended  each year for an additional  year,  unless either party
gives written notice 60 days in advance of the  anniversary  date. The agreement
provides  the  officer/director  with an  annual  base  salary of  $250,000  and
$192,000,  respectively,   business  expense  reimbursement,   certain  employee
benefits or equivalent  compensation,  vacation and paid holidays,  office space
and  eligibility  for: 1) 500,000  sign-on  shares 2) bonuses;  3) other benefit
programs which may be offered by CCC GlobalCom to its  employees;  4) a lump sum
termination  payment of 300% of the  officer's/director's  gross  income for the
year preceding termination.  In the event the officer/director is terminated for
other than cause, the  officer/director  will be entitled to receive all or part
of the items  noted  above;  including  a bonus,  if paid in the year  preceding
termination  for the remaining  term of the  agreement as if employment  had not
terminated.  The agreement  must be assigned to acquiring or successor  entities
and  termination of the  officer/director  must be approved by a majority of the
directors of the Company.

         In August 2002 Mr. Licata's  employment  agreement was amended upon his
election to Chief Executive Officer of CCC GlobalCom  Corporation.  All terms of
the  employment  agreement  remain the same except for annual base salary and an
additional  issuance  of shares of stock.  Mr.  Licata's  annual base salary was
changed from  $192,000 to $220,000.  In  addition,  Mr.  Licata was also awarded
500,000 shares of restricted stock. See Executive Compensation  disclosure above
for more information.

         In June 2000 the Company entered into an employment  agreement with Mr.
Livingston.  The agreement has a five-year  term and expires June 1, 2005.  Each
year the  agreement  will be renewed for one year on June 1 unless  either party
gives written  notification at least three months prior to the anniversary date.
The  agreement  provides the officer  with an annual base salary of $120,000;  a
bonus of 1% of revenues (which was eliminated in 2001), participation in a stock
option plan;  1,300,000 options to purchase shares of CCC GlobalCom common stock
(800,000  options have a strike price of $3.50 and 500,000 options have a strike
price of $3.75 per share,  these  options  expire June 2005),  the options  vest
ratably  over  five  years  on the  anniversary  date of the  agreement.  If the

                                       33
<PAGE>

officer's  employment  is  terminated  for reasons  other than cause,  the stock
options will vest  immediately  and a severance  payment equal to the balance of
the employment agreement contract.  All options granted were outside of the 2001
Stock Incentive Plan discussed below.

2001 Stock Incentive Plan

         On June 22, 2001 the  shareholders  approved CCC GlobalCom's 2001 Stock
Incentive  Plan (the "2001 Plan")  which  provides for the issuance of a maximum
4,000,000  shares of common stock  pursuant to the  exercise of options  granted
under the 2001 Plan or pursuant to stock awards granted under the 2001 Plan. The
Options granted under the 2001 Plan may be Incentive  Stock Options  pursuant to
Section 422 of the Internal Revenue Code of 1986 ("ISOs") or Nonqualified  Stock
Options ("NSOs").  The Board of Directors administers the Plan. The Option price
and terms is to be set for each Option by the Committee  administering the Plan.
NSO options granted under the Plan may have a term not exceeding ten years.  ISO
options  granted  under the Plan may have a term not exceeding  five years.  The
Committee may grant options to employees  (including officers and directors,  or
consultants).  At December 31, 2002, 842,000 stock options had been issued under
the 2001 Plan to  employees  of the Company at an exercise  price of $1.00.  All
other stock  options that had been issued as of December  31, 2002,  were issued
outside the current stock options plan.

Long-term Incentive Plan Awards

         Other  than its 2001  Stock  Incentive  Plan,  we do not  maintain  any
long-term incentive plans.

                                       34
<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         a. The  following  table sets forth a summary of security  ownership of
certain  beneficial  owners. Any person (including any "group") that is known to
be the  beneficial  owner of more than five  percent of CCC  GlobalCom's  common
stock as of March 31, 2003.
<TABLE>
<CAPTION>

Name and Address of Beneficial Owner      Amount and Nature of Beneficial Ownership(1)    Percent of Class
------------------------------------      --------------------------------------------    ----------------
<C>                                                   <C>                                   <C>
Z. A. Hakim(2)(6)
1114 Dominion Drive, Katy, TX                         15,206,152                            41%

Paul E. Licata(3)
10802 Hunters Forest, Houston TX                       2,766,666                             7%

Doug Morris(4)(6)
2800 E Wild Mare Way, Heber City UT                    1,662,299                             4%

CCC COMMUNICATIONS LTD(5)
1114 Dominion Drive, Katy, TX                          2,429,095                             7%

AMT TRADING INC(5)
1114 Dominion Drive, Katy, TX                          7,577,057                            20%
</TABLE>

-----------

(1)      Excludes  shares,  which may be acquired  through the exercise of stock
         options. See Employment Agreement section in Item 10.

(2)      Mr. Hakim is the owner of 5,200,000 shares. A total of 7,577,057 shares
         are owned by AMT Trading  Inc.  and  2,429,095  shares are owned by CCC
         Communications LTD. Both entities are affiliates of Mr. Hakim.

(3)      A total of 1,266,666 of these shares are owned by Paul Licata, P.C. and
         1,000,000 of these shares are owned by 1999 DC Trust, both of which are
         affiliates of Mr. Licata. Mr. Licata is the owner of 500,000 shares.

(4)      Mr. Morris is the owner of 559,217  shares.  A total of 597,251  shares
         are owned by Ensign  Resources,  166,665  shares are owned by  Hyacinth
         Resources Inc. and 339,166  shares are owned by H&M Capital  Investment
         Inc. These entities are affiliates of Mr. Morris.

(5)      These shares are included in the shares  attributed to Mr.  Hakim.  See
         note 2.

(6)      As of March 25,  2003,  Mr.  Hakim has  submitted  6,814,629  shares of
         stock, owned by Mr. Hakim or affiliates,  to the transfer agent. Shares
         totaling 547,905 have been transferred to Mr. Morris.  This transfer is
         reflected in the Amount and Nature of Beneficial  Ownership table above
         for both parties.  Shares totaling 1,266,724 will be transferred to Mr.
         Morris.  Shares totaling  5,000,000 are being  contributed  back to the
         Company.  The  Company  has  elected  to cancel  the  5,000,000  shares
         reducing  the  total  number  of  shares  issued  to  32,247,251.  Upon
         completion of the stock transfers,  the total amount of shares owned by
         Mr. Hakim and his affiliates  will be 8,939,428,  28% of class based on
         32,47,251  shares  issued.  Mr.  Morris'  ownership  will  increase  to
         2,929,023, 9% of class based on 32,247,251 shares issued.

         b. The following table details the security  ownership of management of
CCC GlobalCom as of March 31, 2002, beneficially owned by all directors and each
of the named executives and directors and executive officers as a group.

                                       35
<PAGE>
<TABLE>
<CAPTION>

Name and Address of Beneficial Owner     Amount and Nature of Beneficial Ownership(1)    Percent of Class
------------------------------------     --------------------------------------------    ----------------
<C>                                                     <C>                                    <C>
Z. A. Hakim
1114 Dominion Drive, Katy, TX                           15,206,152                             41%

Paul E. Licata
10802 Hunters Forest, Houston TX                         2,766,666                              7%

Robert W. Livingston(2)
3930 Bolivia, Pasadena, TX                               1,361,677                              4%

Clifford J. Bottoms
5535 Wendover Court, Fulshear TX                                 -                              -

James H. Miller
3032 Nottingham, Houston TX                                      -                              -

Joseph P. Tate
3252 North Lake Drive, Milwaukee WI                        400,000                              1%

Directors and Executive Officers                        19,734,495                             53%
-----------
</TABLE>

(1)      See notes to the first table for details of the beneficial ownership of
         Mr. Hakim and Mr. Licata.

(2)      Mr. Livingston's  beneficial  ownership includes 300,000 shares,  which
         may  be  acquired   pursuant  to  stock  options  which  are  currently
         exercisable.

         c.  Changes in  Control.  No changes  in control of CCC  GlobalCom  are
currently contemplated.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Employment Agreements-CCC GlobalCom Officers

         In February 2001 CCC GlobalCom entered into employment  agreements with
two  members  of  executive   management,   who  are  officers,   directors  and
shareholders,  that expire  February 16, 2005. The agreements are  automatically
extended  each year for an  additional  year unless  either party gives  written
notice 60 days in advance of the  anniversary  date. The agreement  provides the
officer/director  with an annual base salary,  business  expense  reimbursement,
certain  employee  benefits  or  equivalent  compensation,   vacation  and  paid
holidays,  office  space and  eligibility  for: 1) 500,000  sign-on  shares;  2)
bonuses;  3) other benefit programs which may be offered by CCC GlobalCom to its
employees; 4) a lump sum termination payment of 300% of the officer's/director's
gross   income   for  the  year   preceding   termination.   In  the  event  the
officer/director is terminated for other than cause, the  officer/director  will
be entitled to receive all or part of the items noted above;  including a bonus,
if  paid in the  year  preceding  termination,  for  the  remaining  term of the
agreement as if employment had not terminated. The agreement must be assigned to
acquiring or successor entities and termination of the officer/director  must be
approved by a majority of the directors of CCC GlobalCom.

         In August 2002 Mr. Licata's  employment  agreement was amended upon his
election to Chief Executive Officer of CCC GlobalCom  Corporation.  All terms of
the  employment  agreement  remain the same except for annual base salary and an
additional  issuance  of shares of stock.  Mr.  Licata's  annual base salary was
changed from  $192,000 to $220,000.  In  addition,  Mr.  Licata was also awarded
500,000 shares of restricted stock. See Executive Compensation  disclosure above
for more information.

Stock Bonus to Officers

         On August 31, 2001 CCC  GlobalCom  granted to two  officer/directors  a
stock bonus of 600,000 shares,  each under terms of an Escrow Agreement that was

                                       36
<PAGE>

fulfilled November 30, 2001 when CCC GlobalCom purchased the assets of Incomnet.
These  shares  have been  valued at a price of $0.035  per share  based  upon an
independent  appraisal  and  related  compensation  expense of $42,000  has been
recorded in our 2001 results.

Employment Agreements-Ciera Officers

         In June 2000 CCC GlobalCom entered into an employment agreement with an
officer of Ciera Network Systems. The agreement has a five-year term and expires
June 1, 2005.  Each year the  agreement  will be renewed  for one year on June 1
unless  either party gives written  notification  at least three months prior to
the  anniversary  date.  The agreement  provides the officer with an annual base
salary;  participation  in a stock  option plan;  1,300,000  options to purchase
shares of CCC  GlobalCom  common stock  (800,000  options have a strike price of
$3.50 per share and  500,000  options  have a strike  price of $3.75 per  share,
these options expire June 2005), the options vest ratably over five years on the
anniversary date of the agreement. If the officers' employment is terminated for
reasons  other  than  cause,  the  stock  options  will vest  immediately  and a
severance payment equal to the balance of the employment  agreement  contract is
due.  No options  that have vested  under this  employment  agreement  have been
exercised by the employee.

Settlement and Release Agreement

         In August 2001 CCC  GlobalCom  entered  into a  Settlement  and Release
Agreement  with the two  officers  of Ciera to settle  and  resolve  differences
related to the Ciera Purchase  executed on May 3, 2000. CCC GlobalCom  agreed to
issue  400,000  shares of CCC  GlobalCom  stock to each  officer.  The stock was
issued as of December 31, 2002. CCC GlobalCom recorded $28,000 in expense during
2001 related to these shares based upon an independent  appraisal.  In addition,
CCC GlobalCom  reimbursed the officers for  professional  fees of  approximately
$8,000 that they incurred to have a review of the documents performed.

Services Provided by Affiliate of an Officer

         In June 2001 CCC GlobalCom paid $26,000 to a professional services firm
that is  managed  by an  officer/director.  The fees were  related  to  services
provided in conjunction with the June 2000 merger of Emerald and CCC GlobalCom.

Consulting Agreement with Shareholder

         In January 2001 CCC GlobalCom entered into a consulting  agreement with
a company that is a shareholder and an affiliate of a current  shareholder and a
former director.  This agreement  engaged the consultant to assist CCC GlobalCom
with  shareholder   relations,   financial  public  relations,   review  of  CCC
GlobalCom's business plan,  introductions to lending institutions and securities
brokers,  and  assisting  the Company in evaluating  and  structuring  potential
mergers or acquisitions.  The term of the agreement  expired January 9, 2002 and
CCC GlobalCom  compensated  the consulting firm $90,000 during 2001 for services
performed under this agreement. The agreement included a covenant not to compete
provision that extended  through January 2004 that restricts the consultant from
engaging in a business  that  competes with CCC  GlobalCom.  The Company  issued
400,000 shares of common stock valued at $48,000 which was the fair market value
of the common  stock  during  the year  ended  December  31,  2002 for  services
performed under this agreement.

Stock Grants for Services Provided by Shareholders

         CCC GlobalCom entered into consulting agreements with a company that is
a shareholder  and an affiliate of a former director and an individual that is a
shareholder.  The  agreements  called  for  consulting  to be  provided  to  CCC
GlobalCom in exchange for stock.  CCC GlobalCom  issued 112,768 shares of common
stock in 2002 for services  performed  under these  consulting  agreements.  The
Company recorded consulting expense of approximately $366,000 in 2001 related to
these agreements.

Consulting Services Provided by a Board Member

         During 2002 the Company paid consulting fees to a board member totaling
$64,000.

                                       37
<PAGE>

ITEM 13.   EXHIBITS,  AND REPORTS ON FORM 8-K

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

    3.1        Articles of  Incorporation-incorporated  herein by  reference  to
               Exhibit 3.1 to Registration  Statement on Form S-18 (SEC File No.
               33-30365-C).
    3.2        Bylaws-incorporated   herein  by  reference  to  Exhibit  3.2  to
               Registration Statement on Form S-18 (SEC File No. 33-30365C).
    10.1       CCC GlobalCom Corporation 2001 Stock Incentive  Plan-incorporated
               herein by reference to Exhibit 10.2 on Form 10QSB Filed on August
               10, 2001 (SEC File No. 33-30365-C).
    10.2       Employment Agreement between CCC GlobalCom  Corporation and Z. A.
               Hakim-incorporated  herein by reference to Exhibits  10.1,  10.2,
               10.4,  and 10.6 on Form  10-KSB  Filed on April 3, 2000 (SEC File
               No. 33-30365-C).
    10.3       Employment  Agreement between CCC GlobalCom  Corporation and Paul
               E.  Licata-incorporated  herein by  reference  to Exhibit 10.3 on
               Form 10-KSB Filed on April 3, 2000 (SEC File No. 33-30365-C).
    10.4       Employment  Agreement Addendum between CCC GlobalCom  Corporation
               and Paul E. Licata.
    10.5       Employment Agreement between CCC GlobalCom Corporation and Robert
               W. Livingston dated June 1, 2000 incorporated herein by reference
               to Exhibit  10.4 on Form 10-KSB filed on April 16, 2002 (SEC File
               No. 33-30365-C).
    10.6       Second Amended and Restated Loan and Security  Agreement  between
               Ciera Network  Systems,  Inc., CCC GlobalCom  Corporation and RFC
               Financial Corporation.
    10.7       Collateral  Subordination  Agreement between Ironwood Telecom LLC
               and RFC Capital Corporation, dated November 30, 2001 incorporated
               herein by reference to Exhibit 10.7 on Form 10-KSB filed on April
               16, 2002 (SEC File No. 33-30365-C).
    10.8       Carrier  Service  Agreement  between  Ciera  Network  Systems and
               Global Crossing Bandwidth,  Inc. Confidential  treatment has been
               requested  as to certain  portions of this  exhibit.  The omitted
               portions  have been  separately  filed  with the  Securities  and
               Exchange  Commission  incorporated herein by reference to Exhibit
               10.9 on Form  10-KSB  filed  on  April  16,  2002  (SEC  File No.
               33-30365-C).
    10.9       Amendment Number 2 to Wholesale  Services Agreement between Ciera
               Network Systems, Inc. and Qwest Communications  Corporation dated
               May 11, 2001.  Confidential  treatment  has been  requested as to
               certain portions of this exhibit.  The omitted portions have been
               separately  filed with the  Securities  and  Exchange  Commission
               incorporated  herein by reference to Exhibit 10.11 on Form 10-KSB
               filed on April 16, 2002 (SEC File No. 33-30365-C).
    10.10      Warrant  to  purchase  2,000,000  Shares of  Common  Stock of CCC
               GlobalCom  Corporation by RFC Capital  Corporation.  Confidential
               treatment  has been  requested  as to  certain  portions  of this
               exhibit. The omitted portions have been separately filed with the
               Securities and Exchange Commission.
    10.11      License  Agreement between COLO 6, LLC and Ciera Network Systems,
               Inc dated  February  1,  2002.  Confidential  treatment  has been
               requested  as to certain  portions of this  exhibit.  The omitted
               portions  have been  separately  filed  with the  Securities  and
               Exchange  Commission  incorporated herein by reference to Exhibit
               10.16 on Form  10-KSB  filed  on April  16,  2002  (SEC  File No.
               33-30365-C).
    21.1       Subsidiaries of Registrant.
    99.1       Certification of Chief Executive Officer.
    99.2       Certification of Principal Financial Officer.

Reports on Form 8-K:

    (1)  Pursuant to the  requirements of Section 13 of the Securities  Exchange
         Act of 1934, the Registrant has duly caused this report to be signed on
         its behalf by the undersigned, thereunto duly authorized.

ITEM 14.   CONTROLS AND PROCEDURES

         The  Registrant's  President and CEO, and its Chief  Financial  Officer
(the  "Certifying  Officers"),  are responsible for establishing and maintaining
disclosure  controls and procedures for the Registrant.  The Certifying Officers
have concluded (based on their evaluation of these controls and procedures as of
a date  within  90 days of the  filing  of this  report)  that  the  design  and
operation of the Registrant's  disclosure controls and procedures [as defined in
Rule  13a-14(c)  under the Securities  Exchange Act of 1934] are  effective.  No
significant changes were made in the Registrant's  internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the  evaluation,  including any  corrective  actions with regard to  significant
deficiencies and material weaknesses.

                                       38
<PAGE>
                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  Registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           CCC GLOBALCOM CORPORATION

Date: April 15, 2003                       By  /s/Paul E. Licata
                                           --------------------------------
                                           Paul E. Licata CEO and President
                                           Principal Executive Officer

Date: April 15, 2003                       By  /s/Mario H. Hernandez
                                           --------------------------------
                                           Mario H. Hernandez, Controller
                                           Principal Financial Officer

         In accordance  with the  Securities  Exchange Act, this report has been
signed  below by the  following  persons on behalf of CCC  GlobalCom  and in the
capacities and on the dates indicated.

     Signature                     Capacity                         Date
     ---------                     --------                         ----

  /s/ Z. A. Hakim              Chairman of the Board            April 15, 2003
---------------------------
  Z. A. Hakim

  /s/Paul E. Licata            CEO/President/Director           April 15, 2003
---------------------------
  Paul E. Licata

  /s/Gilbert Gertner           Director                         April 15, 2003
---------------------------
  Gilbert Gertner

  /s/Ray Klentzman             Director                         April 15, 2003
---------------------------
  Ray Klentzman

  /s/James T. Rash             Director                         April 15, 2003
---------------------------
  James T. Rash

  /s/Joseph P. Tate            Director                         April 15, 2003
---------------------------
  Joseph P. Tate

  /s/Dr. Charles Wisdom        Director                         April 15, 2003
---------------------------
  Dr. Charles Wisdom


                                       39
<PAGE>

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Paul E. Licata, certify that:

     1.  I have  reviewed  this annual  report on Form  10-KSB of CCC  GlobalCom
         Corporation;

     2.  Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

     4.  The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         o    designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              annual report is being prepared;

         o    evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         o    presented  in  this  annual  report  our  conclusions   about  the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         o    all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which would adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         o    any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

     6.  The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: April 15, 2003

  /s/Paul E. Licata
-----------------------
Paul E. Licata
Chief Executive Officer


                                       40
<PAGE>

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Mario H. Hernandez, certify that:

     1.  I have  reviewed  this annual  report on Form  10-KSB of CCC  GlobalCom
         Corporation;

     2.  Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

     4.  The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         o    designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              annual report is being prepared;

         o    evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         o    presented  in  this  annual  report  our  conclusions   about  the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         o    all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which would adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         o    any fraud,  whether or not material,  that involves  management or
              other employees who have a significant role
              in the registrant's internal controls; and

     6.  The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: April 15, 2003

  /s/Mario H. Hernandez
-----------------------
Mario H. Hernandez
Controller/Principal Financial Officer



                                       41
<PAGE>



                               CCC GLOBALCOM CORPORATION
                               Consolidated Financial Statements
                               December 31, 2002 and 2001


<PAGE>



                                                    INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
CCC GlobalCom Corporation and Subsidiaries


We have audited the consolidated balance sheet of CCC GlobalCom  Corporation and
Subsidiaries (the Company) as of December 31, 2002, and the related consolidated
statements of operations,  stockholders'  deficit,  and cash flows for the years
ended December 31, 2002 and 2001. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of CCC
GlobalCom  Corporation and Subsidiaries as of December 31, 2002, and the results
of their  operations  and their cash flows for the years ended December 31, 2002
and 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has a deficit in
working capital,  a stockholders'  deficit at December 31, 2002 and has incurred
substantial  losses from operations.  As discussed in Note 2 to the consolidated
financial  statements,  there is  substantial  doubt  about the  ability  of the
Company to continue  as a going  concern.  Management's  plans in regard to that
matter are also described in note 2. The  consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/  Tanner + Co.

Salt Lake City, Utah
February 28, 2003
except for Note 17 which
is dated March 19, 2003

                                                                             F-1
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                      Consolidated Balance Sheet

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

        Assets                                                        2002
        ------                                                 ----------------

Current assets:
  Cash and cash equivalents                                    $        212,730
  Restricted cash                                                       389,138
  Accounts receivable, net of allowance for
    doubtful accounts of $2,435,015                                   3,008,240
  Prepaid expense and other current assets                              134,525
                                                               ----------------

          Total current assets                                        3,744,633

Property and equipment, net                                           2,293,825
Intangibles, net                                                      1,042,624
Other                                                                   214,089
                                                               ----------------

          Total assets                                         $      7,295,171
                                                               ----------------

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

        Liabilities and Stockholders' Deficit
        -------------------------------------

Current liabilities:
  Note payable                                                 $      2,762,609
  Accounts payable                                                   14,430,550
  Accrued expenses                                                    2,127,858
  Excise taxes payable                                                2,457,696
  Accrued compensation and other                                        395,684
  Current portion of long-term debt,
    net of discount of $777,000                                      14,684,318
  Deferred revenue                                                      183,843
                                                               ----------------

          Total current liabilities                                  37,042,558

Long-term debt                                                          549,446
                                                               ----------------

          Total liabilities                                          37,592,004
                                                               ----------------

Commitments                                                                   -

Stockholders' deficit:
  Common stock, $.001 par value, authorized
   100,000,000 shares; issued and outstanding
   37,213,918 shares                                                     37,214
  Additional paid-in capital                                         10,684,656
  Accumulated deficit                                               (41,018,703)
                                                               ----------------

          Total stockholders' deficit:                              (30,296,833)
                                                               ----------------

                                                               $      7,295,171
                                                               ----------------


--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                 F-2

<PAGE>
<TABLE>
<CAPTION>


                                                                  CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                                        Consolidated Statement of Operations

                                                                                     Year Ended December 31,
------------------------------------------------------------------------------------------------------------

                                                                           2002                 2001
                                                                    ----------------------------------------
<S>                                                                 <C>                     <C>
Net sales                                                           $        26,722,393     $     11,815,163

Expenses:
  Cost of services                                                          (20,568,419)          (8,275,747)
  Selling, general and administrative expenses                              (18,258,910)         (11,931,710)
  Depreciation and amortization expense                                      (3,726,980)          (2,592,537)
  Impairment loss                                                                     -           (6,896,170)
                                                                    ----------------------------------------

        Loss from operations                                                (15,831,916)         (17,881,001)
                                                                    ----------------------------------------

Other income (expense):
  Interest income                                                                11,903               29,367
  Interest expense                                                           (1,570,918)            (834,187)
  Other, net                                                                     (7,764)            (100,546)
  Loss on disposal of assets                                                 (2,312,266)              (4,000)
                                                                    ----------------------------------------

                                                                             (3,879,045)            (909,366)
                                                                    ----------------------------------------

        Loss before income taxes                                            (19,710,961)         (18,790,367)

Income taxes                                                                          -                    -
                                                                    ----------------------------------------

        Net loss                                                    $       (19,710,961)    $    (18,790,367)
                                                                    ----------------------------------------

Loss per share - basic and diluted                                  $             (0.54)    $          (0.57)
                                                                    ----------------------------------------

Weighted average shares - basic and diluted                                  36,207,000           32,999,000
                                                                    ----------------------------------------


------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                             F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                                                          CCC GLOBALCOM CORPORATION
                                                                                    Consoldiated Statement of Stockholders' Deficit

                                                                                             Years Ended December 31, 2002 and 2001
------------------------------------------------------------------------------------------------------------------------------------

                                                Common Stock                 Additional
                                        ------------------------------         Paid in          Accumulated          Stockholders'
                                            Shares         Amount              Capital            Deficit              Deficit
                                        --------------------------------------------------------------------------------------------

<S>                                         <C>          <C>             <C>                 <C>                   <C>
Balance, January 1, 2001                    32,325,710   $     32,326    $      4,133,008    $      (2,517,375)    $      1,647,959

Stock issued for:
     Cash                                      795,293            795           2,330,911                    -            2,331,706
     Services                                  460,127            460           1,165,308                    -            1,165,768
     Incomnet acquisition                      125,000            125             499,875                    -              500,000
Stock bonus awarded to:
     Officers/directors                      1,200,000          1,200              40,800                    -               42,000
     Employee                                   20,020             20              65,045                    -               65,065
Net loss                                             -              -                   -          (18,790,367)         (18,790,367)
                                        --------------------------------------------------------------------------------------------

Balance, December 31, 2001                  34,926,150         34,926           8,234,947          (21,307,742)         (13,037,869)

Stock issued for:
     Satisfaction of payable                   912,768            913             393,584                    -              394,497
     Services                                  400,000            400              47,600                    -               48,000
     Equipment                                  50,000             50             162,450                    -              162,500
Stock bonus awarded to:
     Officers/directors                        500,000            500              59,500                    -               60,000
     Employee                                  300,000            300             311,700                    -              312,000
Exercise of warrant                            125,000            125             499,875                    -              500,000
Warrants issued related to debt                      -              -             975,000                    -              975,000
Net loss                                             -              -                   -          (19,710,961)         (19,710,961)
                                        --------------------------------------------------------------------------------------------

Balance, December 31, 2002                  37,213,918   $     37,214    $     10,684,656    $     (41,018,703)    $    (30,296,833)
                                        --------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                     F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                   CCC GLOBALCOM CORPORATION
                                                                        Consolidated Statement of Cash Flows

                                                                                    Years Ended December 31,
------------------------------------------------------------------------------------------------------------

                                                                               2002               2001
                                                                        ------------------------------------
<S>                                                                     <C>                  <C>
Cash flows from operating activities:
  Net loss                                                              $     (19,710,961)   $   (18,790,367)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
    Depreciation and amortization                                               3,726,980          2,592,537
    Impairment loss                                                                     -          6,896,170
    Loss on disposal of assets                                                  2,312,266              4,000
    Interest and fees added to line of credit                                           -            569,314
    Stock issued for compensation                                                 372,000                  -
    Stock issued for services                                                      48,000          1,667,330
    Warrant expense related to loan refinance                                     198,000                  -
    (Increase) decrease in:
      Restricted cash                                                              21,193           (410,331)
      Accounts receivable                                                       2,263,465             82,912
      Prepaid expenses                                                            491,716           (430,729)
      Other assets                                                                108,693            (20,345)
    Increase (decrease) in:
      Accounts payable                                                          8,547,429          5,215,462
      Accrued compensation and other                                             (186,012)            23,767
      Excise taxes payable                                                      1,214,958            916,767
      Accrued expenses                                                          1,577,223            477,887
      Deferred revenue                                                           (103,039)          (206,218)
                                                                        ------------------------------------

        Net cash provided by (used in) operating activities                       881,911         (1,411,844)
                                                                        -------------------------------------

Cash flows from investing activities:
  Purchase of property and equipment                                             (125,808)          (922,008)
  Proceeds from sale of fixed assets                                                    -                792
  Net cash paid in acquisitions                                                         -           (557,660)
  Purchase of intangible assets                                                         -            (56,992)
                                                                        ------------------------------------

        Net cash used in investing activities                                    (125,808)        (1,535,868)
                                                                        ------------------------------------

Cash flows from financing activities:
  Payments on long-term debt                                                     (217,852)          (149,931)
  Net (decrease) increase on line of credit                                      (972,577)           299,234
  Proceeds from issuance of stock                                                       -          2,331,706
                                                                        ------------------------------------

        Net cash (used in) provided by financing activities                    (1,190,429)         2,481,009
                                                                        ------------------------------------

        Net change in cash                                                       (434,326)          (466,703)

Cash and cash equivalents at beginning of year                                    647,056          1,113,759
                                                                        ------------------------------------

Cash and cash equivalents at end of year                                $         212,730    $       647,056
                                                                        ------------------------------------


Supplemental disclosure of cash flow information:
Cash paid during the year for:
        Interest                                                        $       1,285,444    $         1,975
                                                                        ------------------------------------

        Income taxes                                                    $               -    $             -
                                                                        ------------------------------------

------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                             F-5
</TABLE>
<PAGE>

                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements

                                                      December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.   Organization       Organization
     and                CCC GlobalCom  Corporation,  a Nevada  corporation ("CCC
     Significant        GlobalCom" or the "Company"), conducts operations in the
     Accounting         telecommunications   industry  though  its  wholly-owned
     Policies           subsidiary,  Ciera Network Systems, Inc. ("Ciera").  The
                        Company provides local and long-distance  communications
                        services in the United States.

                        Principles of Consolidation
                        The  consolidated   financial   statements  include  the
                        accounts of the Company and its wholly owned subsidiary,
                        Ciera Network Systems, Inc. All significnat intercompany
                        balances  and   transactions   have  been  elimiated  in
                        consolidation.  The Company is the majority  shareholder
                        of  GlobalTel  (a   subsidiary   located  in  Columbia).
                        GlobalTel is accounted  for on the equity  method due to
                        the  Company   not  being  able  to  exercise   control.
                        Financial  information  of GlobalTel is not presented as
                        the amounts are not material.

                        Cash and Cash Equivalents
                        The Company considers all highly liquid investments with
                        original  maturities  to the Company of three  months or
                        less to be cash equivalents.

                        Restricted Cash
                        Restricted cash  represents  deposits in lockboxes setup
                        for the benefit of RFC Capital Corp.  that have not been
                        swept  at  year-end  in  the  amount  of   approximately
                        $216,000 and deposits to secure letters of credit issued
                        for  the   benefit   of   vendors   in  the   amount  of
                        approximately $173,000 as of December 31, 2002.

                        Property and Equipment
                        Property  and  equipment  are  recorded  at  cost,  less
                        accumulated depreciation.  Depreciation and amortization
                        on  capital   leases  and  property  and  equipment  are
                        determined  using  the   straight-line  and  accelerated
                        methods over the estimated useful lives of the assets or
                        terms of the lease.  Expenditures  for  maintenance  and
                        repairs are expensed when incurred and  betterments  are
                        capitalized.  Gains and losses on sale of  property  and
                        equipment are reflected in the statement of operations.


--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

1.   Organization       Intangible Assets
     and                Effective  January 1, 2002, the Company adopted SFAS No.
     Significant        142,   "Goodwill  and  Other  Intangible   Assets."  The
     Accounting         adoption of SFAS No. 142 required an initial  impairment
     Policies           assessment  involving a comparison  of the fair value of
     Continued          intangible  assets to the current  carrying value.  This
                        initial  impairment  assessment  did not  result  in any
                        impairment  of our  intangible  assets.  Our  intangible
                        assets consist of acquired  customer  accounts which are
                        being amortized on a straight-line basis over two years.

                        The  Company   reviews   such   intangible   assets  for
                        impairment  to ensure they are  appropriately  value dif
                        conditions  exist that may indicate they carrying  value
                        may not be  recoverable.  Such conditions may include an
                        economic  downturn in a geographic market or a change in
                        the  assessment  of  future   operations.   The  Company
                        assesses  recoverability  of the  intangible  assets  by
                        determining   whether  the   intangible   asset  can  be
                        recovered over its remaining  life through  undiscounted
                        future operating cash flows of the acquired operation.

                        Revenue Recognition
                        Revenues are derived  primarily  from sales of local and
                        long-distance    telephone   services.    Revenues   are
                        recognized  as services are  provided to customers  that
                        have entered into binding  agreements  with a price that
                        is  fixed  and   determinable  and  when  collection  is
                        reasonably  assured.  Deferred  revenues arise primarily
                        from  pre-billing  for local telephone  services.  These
                        amounts  are  recognized  over the  period for which the
                        services are provided.

                        Advertising
                        The  Company   expenses  the  cost  of   advertising  as
                        incurred.  For the years  ended  December  31,  2002 and
                        2001, advertising expenses totaled approximately $11,000
                        and $32,000,  respectively,  and are included in general
                        and   administrative   expenses   in  the   accompanying
                        statement of operations.

--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

1.   Organization       Stock Based Compensation
     and                The Company accounts for stock-based  compensation under
     Significant        the recognition and measurement principles of APB Opinon
     Accounting         No. 25,  Accounting  for Stock Issued to Employees,  and
     Policies           related   Inerpretations.    No   stock-based   employee
     Continued          compensation  cost is  reflected  in the net loss as all
                        options  granted  had an  exercise  price  equal  to the
                        market value of the underlying  common stock on the date
                        of grant. The following table  illustrates the effect on
                        net loss and loss per share if the  company  had applied
                        the fair value recognition  provisions of FASB Statement
                        No. 123,  Accounting for  Stock-Based  Compensation,  to
                        stock-based employee compensation.

                                             Years Ended December 31,
                                         ----------------------------------
                                               2002            2001
                                         ----------------------------------

 Net loss - as reported                   $  (19,711,000) $   (18,790,000)
 Less:  Total stock-based employee
   compensation expense determined
   under fair value based method for all
   awards, net of related tax effects.          (327,000)        (328,000)
                                         ----------------------------------

 Net loss - pro forma                     $  (20,038,000) $   (19,118,000)
                                         ----------------------------------

 Loss per share - as reported             $         (.54) $          (.57)
                                         ----------------------------------

 Loss per share - pro forma               $         (.55) $          (.58)
                                         ----------------------------------

                        The fair value of each option  grant is estimated in the
                        date of  grant  using  the  Black-Scholes  option  prici
                        following assumptions:

                                                           December 31,
                                              ----------------------------------
                                                    2002            2001
                                              ----------------------------------

                 Expected dividend yield              -                -
                 Expected price volatility         143%              79%
                 Risk-free interest rate           4.25             4.5%
                 Expected life of options             5                5

                        The  weighted  average  fair  value of  options  granted
                        during  2002 and 2001 are $0.05  and  $1.47  per  share,
                        respectively.


--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

1.   Organization       Income Taxes
     and                The Company  accounts  for income  taxes using the asset
     Significant        and  liability  method.  Under the  asset and  liability
     Accounting         method,   deferred  tax  assets  and   liabilities   are
     Policies           recognized for future tax  consequences  attributable to
     Continued          differences  between the  financial  statement  carrying
                        amounts of  existing  assets and  liabilities  and their
                        respective   tax   bases.   Deferred   tax   assets  and
                        liabilities   are  measured   using  enacted  tax  rates
                        expected  to apply to  taxable  income  in the  years in
                        which those  temporary  differences  are  expected to be
                        recovered or settled.  The effect on deferred tax assets
                        and  liabilities  of a change in tax rates is recognized
                        in income in the  period  that  includes  the  enactment
                        date.

                        Loss Per Common Share
                        The  computation  of basic  earnings  (loss)  per common
                        share is based on the weighted  average number of shares
                        outstanding during each year. The computation of diluted
                        earnings  per  common  share is  based  on the  weighted
                        average  number of shares  outstanding  during the year,
                        plus the common stock  equivalents that would arise from
                        the exercise of stock options and warrants  outstanding,
                        using the treasury  stock method and the average  market
                        price per share  during the year.  Options  to  purchase
                        1,702,000 and 915,000  shares of common stock at a range
                        of $1.00 to $3.75 per share were outstanding at December
                        31, 2002 and 2001 respectively, but were not included in
                        the  diluted  loss per  share  calculation  because  the
                        effects would have been anti-dilutive.

                        Impairment of Long-Lived Assets
                        The Company reviews its long-lived assets for impairment
                        whenever  events or  changes in  circumstances  indicate
                        that  the  carrying  amount  of the  assets  may  not be
                        recoverable  through  undiscounted future cash flows. If
                        it is determined  that an  impairment  loss has occurred
                        based on expected cash flows, such loss is recognized in
                        the statement of operations.

                        Concentration of Credit Risk and Significant Customers
                        Financial  instruments,  which  potentially  subject the
                        Company  to  concentration   of  credit  risk,   consist
                        primarily of trade receivables.  In the normal course of
                        business,  the  Company  provides  credit  terms  to its
                        customers.  Accordingly,  the Company  performs  ongoing
                        credit   evaluations  of  its  customers  and  maintains
                        allowances  for possible  losses which,  when  realized,
                        have been within the range of management's expectations.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


1.   Organization       Concentration  of Credit Risk and Significant  Customers
     and                Continued
     Significant        The  Company's   customer  base  consists  primarily  of
     Accounting         telecommunications  service  resellers and  individuals.
     Policies           During the year ended  December 31, 2002,  29 percent of
     Continued          the revenues were billed to customers in California,  20
                        percent of the revenues were billed to customers located
                        in Texas and 17 percent of the  revenues  were billed to
                        customers located in Missouri.

                        The  Company  relies  on  certain   vendors  to  provide
                        wholesale   telecommunication  services.  Three  vendors
                        provide 36%, 24% and 21%, respectively, of the local and
                        long-distance services that the Company resells.

                        The Company maintains its cash in bank deposit accounts,
                        which, at times,  may exceed  federally  insured limits.
                        The  Company  has not  experienced  any  losses  in such
                        accounts   and   believes  it  is  not  exposed  to  any
                        significant credit risk on cash and cash equivalents.

                        Use of Estimates in the Preparation of Financial
                        Statements The  preparation  of financial  statements in
                        conformity with accounting principles generally accepted
                        in the United States of America  requires  management to
                        make  estimates  and  assumptions  that  affect  certain
                        reported  amounts.  Accordingly,  actual  results  could
                        differ from those estimates.

2.   Going              The accompanying  consolidated financial statements have
     Concern            been  prepared  assuming the Company will  continue as a
                        going  concern.   However,   the  Company  has  incurred
                        significant  recurring net losses, has a working capital
                        deficit,   and  has  a  stockholders'   deficit.   These
                        conditions raise  substantial  doubt about the Company's
                        ability to continue as a going concern.

                        Management's  plans  with  respect  to this  uncertainty
                        include,   among  other  matters,  (1)  raising  capital
                        through  issuance of equity,  (2) continuing to increase
                        revenue   through   obtaining   new  customers  and  (3)
                        minimizing operating costs.

--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


2.   Going              There can be no assurance that  management's  plans will
     Concern            be successful.  The accompanying  consolidated financial
     Continued          statements  do not include any  adjustments  relating to
                        the  recoverability and classification of asset carrying
                        amounts or the amount and  classification of liabilities
                        that  might  result  should  the  Company  be  unable to
                        continue as a going concern.


3.   Acquisitions       On April 5, 2001, the Company  purchased  certain assets
                        of Equalnet  Communications  Corporation  (Equalnet),  a
                        reseller  of  long-distance   telephone  services.   The
                        agreement  required the Company to pay $500,000 cash and
                        to assume approximately  $7,500,000 in debt. The Company
                        incurred  approximately  $162,000 of costs in  acquiring
                        Equalnet.   The   acquisition   costs   were   primarily
                        professional fees.

                        On September 11, 2001, the Company  purchased the assets
                        of Omniplex  Communications  Corporation  (Omniplex),  a
                        reseller of local and long-distance  telephone  service.
                        The   agreement   required   the   Company   to   assume
                        approximately  $8,125,000 in debt. The Company  incurred
                        acquisition costs of approximately $175,000,  which were
                        primarily professional fees for this purchase.

                        On November 30, 2001,  the Company  purchased the assets
                        of Incomnet  Communications  Corporation  (Incomnet),  a
                        reseller  of  long-distance   telephone   service.   The
                        agreement  required  approximately  $1,750,000  in cash,
                        which was  borrowed  from RFC Capital,  a $750,000  note
                        payable,  $500,000  of  the  Company's  stock,  and  the
                        assumption  of  approximately   $3,029,000  of  Incomnet
                        liabilities.

                        The  acquisitions  were accounted for using the purchase
                        method of  accounting,  and the  excess of the  purchase
                        price of  approximately  $7,906,000  over the  estimated
                        fair value of the net assets  acquired was  allocated to
                        goodwill and  approximately  $3,273,000 was allocated to
                        the customer base. The consolidated financial statements
                        reflect the  operations of the acquired  assets from the
                        dates of the acquistions.

--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


3.   Acquisitions       The  Company,   during  the  fourth   quarter  of  2001,
     Continued          reallocated  the purchase price of Equalnet and Omniplex
                        acquisitions  based  upon the  fact  that not all of the
                        receivables  purchased  were  collected.   Goodwill  was
                        increased by  $1,631,569  and accounts  receivable  were
                        decreased  by the same amount to  appropriately  reflect
                        the  purchased   accounts   receivable   that  were  not
                        collected.

                        The  following  pro forma  results  of  operations  give
                        effect to the  acquisitions of Equalnet,  Omniplex,  and
                        Incomnet as if the  transactions had occurred January 1,
                        2001 (rounded to thousands):

                                                                     2001
                                                           ---------------------

                            Revenue                          $       39,500,000
                            Cost of sales                           (26,484,000)
                            General and administrative              (41,681,000)
                            Other income (expense)                   (9,523,000)
                                                           ---------------------

                                     Net loss                       (38,188,000)
                                                           ---------------------

                                     Net loss per share      $            (1.16)
                                                           ---------------------

4.   Property           Property  and  equipment  consists  of the  following at
     and                December 31, 2002 (rounded to thousands):
     Equipment


                        Switch equipment                    $         1,279,000
                        Computer hardware and software                2,510,000
                        Office equipment and other                      174,000
                        Furniture and fixtures                          429,000
                        Leasehold improvements                           50,000
                                                           ---------------------

                                                                      4,442,000
                        Less accumulated depreciation
                          and amortization                           (2,148,000)
                                                           ---------------------

                                                            $         2,294,000
                                                           ---------------------

                        Depreciation    and    amortization    expense   totaled
                        approximately  $2,132,000  and  $588,000  for the  years
                        ended December 31, 2002 and 2001, respectively.


--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

4.   Property           During the year ended December 31, 2002, the Company was
     and                released   from   an   operating   lease.   A  loss   of
     Equipment          approximately     $2,312,000    was    recongized    for
     Continued          undepreciated  leasehold  improvements  related  to  the
                        lease.

5.   Intangibles        Intangibles consists of the following as of December 31,
     and                2002 (rounded to thousands):
     Impairment
     Loss

                            Customer base                      $      3,089,000
                            Less accumulated amortization            (2,046,000)
                                                              ------------------

                                 Intangibles, net              $      1,043,000
                                                              ------------------

                        Amortization     expense    of    intangibles    totaled
                        approximately  $1,595,000  and  $2,005,000 for the years
                        ended  December  31,  2002 and 2001,  respectively.  The
                        remaining  intangible balance will be fully amortized in
                        2003.  The Company  wrote off  approximately  $84,000 in
                        2001 as a result  of a review of the  recoverability  of
                        costs of the Omniplex  purchased  customer base.  During
                        2001,  the  Company   recorded  an  impairment  loss  of
                        approximately   $6,788,000   against   goodwill  and  an
                        impariment   loss  of   approximately   $24,000  against
                        organization  costs as a result of the uncertainty about
                        its ability to recover these costs.


6.   Note Payable       The  Company  has  an  Amended  and  Restated  Loan  and
                        Security  Agreement (the "Loan and Security  Agreement")
                        with  RFC  Capital  Corporation  ("RFC  Capital")  which
                        provides for a revolving line of credit.  Under the Loan
                        and Security  Agreement,  RFC has a security interest in
                        and  lien  on  Ciera  Network  Systems,   Inc.  and  CCC
                        GlobalCom Corp. assets,  including  inventory,  accounts
                        receivable,   intangibles,   equipment,   furniture  and
                        fixtures, trade names and marks,  intellectual property,
                        customer base, deposit accounts, and insurance proceeds.

                        Under  the Loan and  Security  Agreement  the  principal
                        amount of the revolving  line of credit is not to exceed
                        the lesser of (A)  $6,000,000  and (B) the  Availability
                        Formula.  The Company has been  extended the full amount
                        available under the Availability Formula.

--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

6.   Note Payable       The  revolving  line of credit  bears  interest at prime
     Continued          plus 2% per annum (6.25% as of December 31,  2002).  The
                        principal is due December 31, 2007.  Interest is paid on
                        a monthly  basis.  At  December  31, 2002 the loan had a
                        balance due of $2,762,609.  At December 31, 2002,  there
                        was approximately $384,000 in legal fees incurred by the
                        lender  relating to Incomnet  that the lender had rolled
                        into the  balance  of the line of  credit  that is being
                        disputed by the  Company.  The  disputed  amount has not
                        been  included  in the  line of  credit  balance  on the
                        financial  statements,  but has been accrued in accounts
                        payable.


7.   Long-Term          Our term  debt consists of the  following as of December
     Debt               31, 2002 (rounded to thousands):

                        RFC term notes with an interest
                        rate at prime plus 2% (6.25% at
                        December 31, 2002). Interest
                        only payments are made through
                        January 2005.  At that time,
                        principal payments between
                        $100,000 and $150,000 per month
                        plus interest will be paid until
                        the due date, December 31, 2007.
                        The liability is net of
                        unamortized  warrant costs of
                        $777,000.  The notes have a
                        number of loan covenants, one of
                        which  requires the Company to
                        pay all required federal and
                        state taxes in a timely manner.
                        The Company is delinquent in the
                        payment of federal excise taxes.
                        As a result, the Company is in
                        default on the notes and the
                        notes are therefore included in
                        current maturities.  RFC has not
                        notified  the Company of an event
                        of default.                           $      13,223,000

                        Unsecured note payable for
                        priority tax claims to various
                        government entities with an interest
                        rate of 8%.  Payments are to be made
                        based on a schedule confirmed in the
                        Incomnet bankruptcy reorganization
                        plan through December 21, 2005.                 727,000


--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

7.   Long-Term          Note Payable to a company with
     Debt               interest at 8%. The note was due
     Continued          in full on May 31, 2002. This note
                        is secured by a second  lien
                        security interest in a portion of
                        the accounts receivable. The note
                        is currently in default.                        660,000

                        Convertible note payable to an
                        individual with interest at 12%.
                        The note and accrued interest is
                        due and payable in cash or the
                        Company's  common stock at the
                        prevailing market price stock.                    8,000

                        Capitalized lease obligations
                           (Note 8)                                     615,000
                                                              ------------------

                           Total term debt                           15,233,000

                           Less current portion                     (14,684,000)
                                                              ------------------

                           Long-term debt                     $         549,000
                                                              ------------------

                        Future  maturities  of  long-term  debt  are as  follows
                        (rounded to thousands):

                           Year Ending December 31:
                           ------------------------

                                   2003                       $      14,684,000
                                   2004                                 340,000
                                   2005                                 209,000
                                                              -----------------

                                                              $      15,233,000
                                                              -----------------


8.   Capital            The  Company  leases  certain   equipment  from  leasing
     Leases             institutions under long-term lease agreeements. The cost
                        of assets  under  capital  leases at  December  31, 2002
                        totaled approximately $875,000. Accumulated amortization
                        on  these   assets  at   December   31,   2002   totaled
                        approximately $403,000.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

8.   Capital            Minimum  lease  payments  are  as  follows  (rounded  to
     Leases              thousands):
     Continued
                             Years Ending December 31:
                             -------------------------

                                   2003                       $         452,000
                                   2004                                 168,000
                                   2005                                  28,000
                                                              ------------------
                                                                        648,000

                                Less amount representing
                                     interest                           (33,000)
                                                              ------------------

                                                              $         615,000
                                                              ------------------


8.   Income             The  provision for income taxes differs from the amounts
     Taxes              which  would  be  provided  by  applying  the  statutory
                        federal income tax rate to net loss before provision for
                        income taxes for the following reasons:

                                                  Years Ended
                                                  December 31,
                                       ------------------------------------
                                              2002             2001
                                       ------------------------------------

 Federal income tax benefit at
 statutory rate                         $       8,255,000        7,328,000
 Change in valuation allowance                 (8,255,000)      (7,328,000)
                                       ------------------------------------

                                        $               -   $           -
                                       ------------------------------------

                        Deferred tax assets  (liabilities)  at December 31, 2002
                        are comprised of the following:

 Net operating loss carry forward                           $       11,857,000
 Depreciation and amortization                                       3,462,000
 Allowance for doubtful accounts                                       764,000
 Deferred revenue                                                       68,000
 Non-deductible accrued expense                                         54,000
 Non-deductible loss from foreign subsidiary                            46,000
                                                           ---------------------

 Valuation allowance                                               (16,251,000)
                                                           ---------------------

                                                            $                -
                                                           ---------------------


--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

9.   Income             A valuation  allowance  has been  recorded  for the full
     Taxes              amount of the deferred tax asset due to the uncertaintly
     Continued          surrounding its ultimate realization caused by recurring
                        losses.

                        At December  31,  2002,  the  Company has  approximately
                        $32,045,000  of net  operating  loss carry  forwards  to
                        offset future taxable income. These carry forwards begin
                        expiring in 2020.

10.  Stock-Based        As of  December  31,  2002 and  2001,  the  Company  had
     Compensation       1,702,000 and 915,000 options outstanding, respectively,
                        to purchase  shares of the Company's  common stock.  The
                        options are exercisable at amounts in the range of $1.00
                        to $3.75 and will  continue to vest  through  June 2005.
                        The options  expire  beginning at various  dates through
                        November 2012.

                        Changes in stock options were as follows:

                                                  Shares             Price
                                                   Under             Range
                                                  Options            Shares
                                          ------------------------------------

Outstanding at January 1, 2001                   1,355,000   $    3.50 - 5.00
Forfeited                                         (440,000)       3.50 - 3.75
                                          ------------------------------------

Outstanding at December 31, 2001                   915,000        3.50 - 5.00
Granted                                            842,000               1.00
Expired or canceled                                (55,000)              5.00
                                          ------------------------------------

Outstanding at December 31, 2002                 1,702,000   $    1.00 - 3.75
                                          ------------------------------------
Exercisable at December 31, 2002                 1,252,000   $    1.00 - 3.75
                                          ------------------------------------

--------------------------------------------------------------------------------
                                                                            F-17
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


10.  Stock-Based        The following  table summarizes  information about stock
     Compensation       options outstanding at December 31, 2002:
     Continued
                       Options and Warrants           Options and Warrants
                           Outstanding                     Exercisable
              ----------------------------------------------------------------
                              Weighted
                               Average
                  Number      Remaining   Weighted     Number      Weighted
   Range of    Outstanding   Contractual   Average   Exercisable   Average
   Exercise         At          Life      Exercise       At        Exercise
    Prices       12/31/02      (Years)      Price     12/31/02      Price
 -----------------------------------------------------------------------------

 $ 1.00 - 3.75     1,702,000         6.15 $     2.31    1,252,000 $       1.85
 ------------------------------------------------------------------------------

                        The  Company has a Stock  Option Plan (the Option  Plan)
                        which  reserves   4,000,000   shares  of  the  Company's
                        authorized but unissued common stock for the granting of
                        stock options.

                        The  Option  Plan  provides  for the grant of  incentive
                        stock  options  and   non-statutory   stock  options  to
                        employees,  non-employee  directors  of the  Company and
                        consultants.  The  Option  Plan is  administered  by the
                        Board of Directors or a  Compensation  Committee,  which
                        determines  the terms of options  granted  including the
                        exercise  price,  the  number of shares  subject  to the
                        option,   and  the  exercisability  of  the  option.  At
                        December 31, 2002, 842,000 stock options had been issued
                        under the stock  option  plan.  All other stock  options
                        that had been issued as of December 31, 2002 were issued
                        outside of the current stock option plan.

11.  Operating          The  Company  has   noncancellable   operating   leases,
     Leases             primarily  for its various  office space and  equipment.
                        Rental expense for these operating  leases for the years
                        ended  December  31,  2002 and  2001  was  approximately
                        $1,034,000 and $574,000.


--------------------------------------------------------------------------------
                                                                            F-18
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


11.  Operating          Future  minimum  lease  payments  under   noncancellable
     Leases             operating  leases (with initial or remaining lease terms
     Continued          in  excess  of one  year) as of  December  31,  2002 are
                        approximately:

                           Years Ending December 31,
                           -------------------------
                               2003                        $        653,000
                               2004                                 590,000
                               2005                                 246,000
                               2006                                 213,000
                               2007                                  30,000
                               Thereafter                                 -
                                                          ------------------

                                                           $      1,732,000
                                                          ------------------

12.  Commitments        Carrier Minimums
                        The   Company   has   agreements   with  two   wholesale
                        long-distance  service  providers  that call for  future
                        usage minimums in 2003 of $600,000.


13.  Related Party      Employment Agreements - CCC GlobalCom Officers
     Transactions       In February  2001, the Company  entered into  employment
                        agreements with two members of executive management; who
                        are officers,  directors and  shareholders;  that expire
                        February  16, 2005.  The  agreements  are  automatically
                        extended each year for an additional year, unless either
                        party  gives  written  notice 60 days in  advance of the
                        anniversary    date.   The   agreement    provides   the
                        officer/director  with an annual base  salary,  business
                        expense  reimbursement,  certain  employee  benefits  or
                        equivalent  compensation,  vacation  and paid  holidays,
                        office  space and  eligibility  for: 1) 500,000  sign on
                        shares for one executive  and  1,000,000  sign on shares
                        for the other:  2) bonuses;  3) other  benefit  programs
                        which may be offered by the Company to its employees;

--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

13.  Related Party      Employment   Agreements   -   CCC   GlobalCom   Officers
     Transactions       -Continued
     Continued          4) a  lump  sum  termination  payment  of  300%  of  the
                        officer/director's  gross income for the year  preceding
                        termination.   In  the  event  the  officer/director  is
                        terminated  for other than cause,  the  officer/director
                        will be  entitled  to  receive  all or part of the items
                        noted  above;  including  a  bonus,  if paid in the year
                        preceding  termination,  for the  remaining  term of the
                        agreement  as if  employment  had  not  terminated.  The
                        agreement  must be assigned to  acquiring  or  successor
                        entities and termination of the officer/director must be
                        approved by a majority of the directors of the Company.

                        Stock Bonus to Officers
                        On  August  31,  2001,   the  Company   granted  to  two
                        officer/directors  a stock bonus of 600,000  shares each
                        under terms of an Escrow  Agreement  that was  fulfilled
                        November 30, 2001 when the Company  purchased the assets
                        of Incomnet. These shares have been valued at a price of
                        $0.035 per share based upon an independent appraisal and
                        related   compensation   expense  of  $42,000  has  been
                        recorded in 2001 operations.

                        Employment Agreements - Ciera Officers
                        In  June  2000,  the  Company  entered  into  employment
                        agreements  with two officers of Ciera Network  Systems.
                        The agreements  have five-year  terms and expire June 1,
                        2005.  Each year the agreements  will be renewed for one
                        year  on  June  1  unless  either  party  gives  written
                        notification   at  least  three   months  prior  to  the
                        anniversary  date. The  agreements  provide the officers
                        with an annual  base  salary;  participation  in a stock
                        option plan; 1,300,000 options to purchase shares of CCC
                        GlobalCom  common stock  (800,000  options have a strike
                        price of $3.50  per  share and  500,000  options  have a
                        strike price of $3.75 per share,  these  options  expire
                        June 2005),  the options vest ratably over five years on
                        the anniversary date of the agreements. If the officers'
                        employment is  terminated  for reasons other than cause,
                        the stock options will vest  immediately and a severance
                        payment equal to the balance of the employment agreement
                        contract  is due.  One  officer  who was a party to this
                        employment agreement terminated  employment in September
                        2001 and had an  additional  provision in his  agreement
                        that  called  for  reimbursement  for  a  housing/travel
                        allowance  up to $24,000  per year,  $12,000 was paid in
                        2001.  This former officer had vested in 110,000 options
                        at the  time  of his  departure  from  the  Company.  No
                        options   that  have  vested   under  these   employment
                        agreements have been exercised by the employees.

--------------------------------------------------------------------------------
                                                                            F-20
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


13.  Related Party      Employment Agreements - Ciera Officers - Continued
     Transactions       In August  2001,  the Company  entered into a Settlement
     Continued          and Release  Agreement with the two officers of Ciera to
                        settle  and  resolve  differences  related  to the Ciera
                        Purchase  executed on May 3, 2000. The Company agreed to
                        issue  400,000  shares  of CCC  GlobalCom  stock to each
                        officer.  The Company recorded $28,000 in expense during
                        2001 related to these shares.  In addition,  the Company
                        reimbursed  the  officers  for   professional   fees  of
                        approximately $8,000 that they incurred to have a review
                        of the documents performed.

                        Consulting Agreement with Shareholder
                        In January 2001,  the Company  entered into a consulting
                        agreement  with a company that is a  shareholder  and an
                        affiliate  of  a  current   shareholder   and  a  former
                        director.  This  agreement  engaged  the  consultant  to
                        assist the Company with shareholder relations, financial
                        public relations, review of the Company's business plan,
                        introductions  to lending  institutions  and  securities
                        brokers,  and assisting  the Company in  evaluating  and
                        structuring potential mergers or acquisitions.  The term
                        of the  agreement  expired in 2002.  The Company  issued
                        400,000  shares of common stock valued at $48,000  which
                        was the fair market value of the common stock during the
                        year ended  December  31, 2002,  for services  performed
                        under   this   agreement.   The   consulting   firm  was
                        compensated  with  common  stock  valued at $90,000  for
                        services  performed  during the year ended  December 31,
                        2001.

                        Consulting Services Provided by a Board Member
                        During 2002, the Company paid consulting fees to a board
                        member totaling $64,000.

--------------------------------------------------------------------------------
                                                                            F-21
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


14.  Supplemental       During the year ended December 31, 2002, the Company:
     Disclosure of
     Cash Flow          o   Refinanced $14,000,000 of the line of credit to term
     Information            notes.

                        o   Sold a portion of  a customer base totaling $100,000
                            in  exchange for satisfaction of a payable.

                        o   Acquired  equipment  with  common  stock  valued  at
                            $162,500.

                        o   Satisfied  accrued  expenses of $394,497 by  issuing
                            the common stock.

                        o   Reduce  the  line of credit by $500,000  through the
                            exercise of common stock warrants.

                        o   Decreased long-term  debt by $777,000 as a result of
                            the issuance of a warrant.

                        o   Acquired  property and equipment of $442,440 through
                            a capital lease.

                        During the year ended December 31, 2001, the Company:

                        o   Increased  accounts  payable  $366,496  and  accrued
                            compensation  and  other by $28,000 for compensation
                            and  services   performed  to   be   paid  in  stock
                            aggregating to a total of $394,496.

                        o   Acquired selected  assets  during 2001 of  Equalnet,
                            Omniplex,   and  Incomnet.  The   transactions  were
                            recorded as follows (rounded in thousands):

                           Equalnet     Omniplex     Incomnet        Total
                         -------------------------------------------------------

 Accounts receivable      $  1,784,000  $ 1,681,000  $ 1,524,000  $   4,989,000
 Prepaid expense                     -            -      191,000        191,000
 Property and equipment      1,678,000      204,000    3,676,000      5,556,000
 Other assets                        -            -      287,000        287,000
 Intangible assets           4,700,000    6,414,000       65,000     11,179,000
 Accounts payable                    -            -     (294,000)      (294,000)
 Accrued liabilities                 -            -   (1,246,000)    (1,246,000)
 Note payable               (7,492,000)  (8,125,000)  (1,750,000)   (17,367,000)
 Long-term debt                      -                (1,918,000)    (1,918,000)
 Deferred income                     -                  (321,000)      (321,000)
 Common stock                        -                  (500,000)      (500,000)
                         -------------------------------------------------------

 Net cash received (paid)
   on acquisition         $   (670,000) $  (174,000) $   287,000  $    (558,000)
                         -------------------------------------------------------

--------------------------------------------------------------------------------
                                                                            F-22
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


15.  Fair Value of      The  Company's  financial  instruments  consist of cash,
     Financial          receivables,  payables,  and notes payable. The carrying
     Instruments        amount of cash,  receivables,  and payables approximates
                        fair  value  because of the  short-term  nature of these
                        items. The carrying amount of notes payable approximates
                        fair value as the individual borrowings bear interest at
                        market interest rates.

16.  Recent             The   Financial   Accounting   Standards   Board  issued
     Accounting         Statement  No. 144,  "Accounting  for the  Impairment or
     Pronounce-         Disposal of Long-Lived Assets" in October 2001. SFAS 144
     ments              addresses  financial  accounting  and  reporting for the
                        impairment  or disposal  of  long-lived  assets,  and is
                        effective for fiscal years  beginning after December 15,
                        2001.   The   Statement   also  extends  the   reporting
                        requirements   to  report   separately  as  discontinued
                        operations,  components  of an entitiy  that have either
                        been disposed of or classified as held for sale.  During
                        2002,  management  implemented  SFAS 144,  which did not
                        have a  material  effect on the  consolidated  financial
                        statements of the Company.

                        In  July  2002,  the  FASB  issued  Statement  No.  146,
                        "Accounting  for Costs  Associated with Exit or Disposal
                        Activities".    The   statement    addresses   financial
                        accounting and reporting for costs  associated with exit
                        or disposal  activities  and nullifies  Emerging  Issues
                        Task Force Issue No. 94-3,  "Liability  Recognition  for
                        Certain Employee Termination Benefits and Other Costs to
                        Exit an Activity. (Including Certain Costs Incurred in a
                        Restructuring)."   The   provisions   of  SFAS  146  are
                        effective  for  exit or  disposal  activities  that  are
                        initiated  after December 31, 2002. The Company does not
                        expect  the  adoption  of SFAS  146 to  have a  material
                        impact on the Company's  future results of operations or
                        financial position.

--------------------------------------------------------------------------------
                                                                            F-23
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


16.  Recent             In  December  2002,  the FASB  issued SFAS No. 148 (SFAS
     Accounting         148),    "Accounting   for   Stock-Based    Compensation
     Pronounce-         --Transition  and  Disclosure",  amending FASB Statement
     ments              No.  123  (SFAS  123),   "Accounting   for   Stock-Based
     Continued          Compensation.   SFAS   148   provides   two   additional
                        alternative   transition   methods  for  recognizing  an
                        entity's  voluntary  decision  to change  its  method of
                        accounting for stock-based employee  compensation to the
                        fair-value  method.  In  addition,  SFAS 148  amends the
                        disclosure  requirements  of SFAS  123 so that  entities
                        will  have  to  (1)  make   more-prominent   disclosures
                        regarding the pro forma effects of using the  fair-value
                        method of accounting for stock-based  compensation,  (2)
                        present those disclosures in a more accessible format in
                        the footnotes to the annual  financial  statements,  and
                        (3)  include  those  disclosures  in  interim  financial
                        statements.   SFAS   148's   transition   guidance   and
                        provisions  for annual  disclosures  are  effective  for
                        fiscal  years ending  after  December 15, 2002;  earlier
                        application  is  permitted.   During  2002,   management
                        implemented  SFAS 148. The only effect on the  Company's
                        consolidated  financial  statements  was to  change  the
                        proforma   disclosure    information   for   stock-based
                        compensation.  Disclosures  required  by SFAS  148  will
                        appear  in  the  Company's   future  interim   financial
                        statements.

                        In January 2003, the FASB issued  Interpretation No. 46,
                        Consolidation   of  Variable   Interest   Entities,   an
                        interpretation  of  ARB  No.  51.  This   Interpretation
                        addresses the  consolidation by business  enterprises of
                        variable   interest   entities   as   defined   in   the
                        Interpretation.  The Interpretation  applies immediately
                        to  variable  interests  in variable  interest  entities
                        created  after   January  31,  2003,   and  to  variable
                        interests in variable  interset  entities obtained after
                        January 31, 2003. For public enterprises with a variable
                        interst in a variable  interest  entity  created  before
                        February 1, 2003, the  Interpretation is applied to that
                        enterprise  no later  than the  beginning  of the  first
                        interim  or  annual  reporting  period  beginning  after
                        June 15,  2003. The Company does not expect the adoption
                        of  Interpretation  No. 46 to have a material  impact on
                        the Company's  future results of operations or financial
                        position

                        The Emerging  Issues Task Force  issued EITF No.  00-21,
                        Revenue   Arrangements   with   Multiple    Deliverables
                        addressing  the allocation of revenue among products and
                        services in bundled  sales  arrangements.  EITF 00-21 is
                        effective  for  arrangements   entered  into  in  fiscal
                        periods after June 15, 2003. The Company does not expect
                        the adoption of EITF No. 00-21 to have a material impact
                        on  the  Company's   future  results  of  operations  or
                        financial position.

--------------------------------------------------------------------------------
                                                                            F-24
<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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



17.  Subsequent         Subsequent  to  year-end,   the  Company   received  the
     Events             following significant notices:

                        o   A shut-off notice  dated March 10, 2003 was received
                            from one  of the Company's major  providers of local
                            phone service.

                        o   A notice dated  March 19, 2003 was received from the
                            state  of  Missouri informing  the Company t hat the
                            Missouri  retail sales  license as  well as all city
                            and county occupancy licenses have been revoked as a
                            result of non-payment of taxes owed.

--------------------------------------------------------------------------------
                                                                            F-25