================================================================================

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


                                   FORM 10-QSB
                                   -----------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the quarter ended March 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission file number 033-303365-C
                        -----------------------------------


                            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
incorporation or organization)                         identification No.)



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

         Registrant's telephone no., including area code: (281) 529-4600
         ---------------------------------------------------------------

                                 Not Applicable
                                 --------------
         Former name, former address, and former fiscal year, if changed
                               since last report.


    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

Common  Stock  outstanding  at April 30, 2002 -  35,163,918  shares of $.001 par
value Common Stock.


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


================================================================================
<PAGE>

                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                            CCC GLOBALCOM CORPORATION


                      For the Quarter ended March 31, 2002


The following financial statements and schedules of the registrant are submitted
herewith:


                         PART I - FINANCIAL INFORMATION
                         ------------------------------
                                                                       Page of
                                                                     Form 10-QSB
                                                                     -----------

Item 1.  Financial Statements:

         Consolidated Balance Sheet - March 31, 2002                       3

         Consolidated Statements of Operations--for the three
           months ended March 31, 2002 and March 31, 2001                  4

         Consolidated Statements of Cash Flows - for the three
           months ended March 31, 2002 and March 31, 2001                  5

         Notes to Consolidated Financial Statements                        7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              14


                           PART II - OTHER INFORMATION
                           ---------------------------

                                                                        Page
                                                                        ----

Item 1.           Legal Proceedings                                       24

Item 2.           Changes in the Securities                               24

Item 3.           Defaults Upon Senior Securities                         24

Item 4.           Submission of Matters to Vote of Security Holders       24

Item 5.           Other Information                                       24

Item 6(a).        Exhibits                                                24

Item 6(b).        Reports on Form 8-K                                     24
<PAGE>




                                                       CCC GlobalCom Corporation
                                                      Consolidated Balance Sheet
                                                                  March 31, 2002
                                                                     (Unaudited)
--------------------------------------------------------------------------------
              Assets
              ------

Current assets:
     Cash and cash equivalents                               $          382,849
     Restricted cash                                                    775,360
     Accounts receivable, net of allowance
         of $2,330,886                                                4,457,379
     Prepaid expenses                                                   213,015
                                                             -------------------
         Total current assets                                         5,828,603

Property and equipment, net                                           5,907,602
Intangibles, net                                                      2,338,374
Other                                                                   482,456
                                                             -------------------

                                                             $       14,557,035
                                                             -------------------

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

Current liabilities:
     Line of credit                                          $       17,192,235
     Accounts payable                                                 8,825,933
     Accrued compensation and other                                     444,689
     Current portion of long-term debt                                1,236,892
     Excise taxes payable                                             1,954,586
     Accrued expenses                                                 1,305,426
     Deferred income                                                    298,417
                                                             -------------------
         Total current liabilities                                   31,258,178

Long-term debt                                                          870,693
                                                             -------------------

              Total liabilities                                      32,128,871
                                                             -------------------

Commitments and contingencies                                                 -

Stockholders' deficit:
     Common stock, $.001 par value, authorized 100,000,000
       shares; issued and outstanding 35,163,918 shares                  35,164
     Additional paid-in capital                                       9,101,206
     Accumulated deficit                                            (26,708,206)
                                                             -------------------
              Total stockholders' deficit                           (17,571,836)
                                                             -------------------

                                                             $       14,557,035
                                                             -------------------

--------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                                                    CCC GlobalCom Corporation
                                                         Consolidated Statement of Operations
                                                                                  (Unaudited)
---------------------------------------------------------------------------------------------


                                                           Three Months Ended March 31,
                                                     ----------------------------------------
                                                            2002                  2001
                                                     ----------------------------------------
<S>                                                  <C>                   <C>
Net sales                                            $       7,061,117     $         405,846
Cost of services                                            (5,891,253)             (321,400)
Selling, general and administrative expenses                (5,196,354)             (733,909)
Depreciation and amortization expense                       (1,015,811)              (53,735)
                                                     ----------------------------------------

         Loss from operations                               (5,042,301)             (703,198)
                                                     ----------------------------------------

Other income (expense):
     Interest income                                             4,551                   457
     Interest expense                                         (344,485)               (1,474)
     Other, net                                                (18,230)                4,046
                                                     ----------------------------------------

                                                              (358,164)                3,029
                                                     ----------------------------------------

         Loss before benefit for income taxes               (5,400,465)             (700,169)

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

              Net loss                               $      (5,400,465)    $        (700,169)
                                                     ----------------------------------------

Loss per share - basic and diluted                   $            (.15)    $            (.02)
                                                     ----------------------------------------

Weighted average shares - basic and diluted                 35,048,000             32,283,000
                                                     ----------------------------------------


---------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                                                           CCC GlobalCom Corporation
                                                                Consolidated Statement of Cash Flows
                                                                                         (Unaudited)
----------------------------------------------------------------------------------------------------


                                                                 Three Months Ended March 31,
                                                          ------------------------------------------
                                                                2002                   2001
                                                          ------------------------------------------
<S>                                                       <C>                   <C>
Cash flows from operating activities:
     Net loss                                             $     (5,400,465)     $          (700,169)
     Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
         Depreciation and amortization                           1,015,811                   53,735
         Bad debt expense                                          623,159                        -
         Interest and fees added to line of credit                 160,879                        -
         (Increase) decrease in:
              Restricted cash                                     (365,029)                       -
              Accounts receivable                                  238,047                  143,045
              Prepaid expenses                                     415,581                    1,393
              Other assets                                        (158,673)                (235,294)
         Increase (decrease) in:
              Accounts payable                                   3,079,530                   (4,089)
              Accrued compensation and other                      (168,510)                       -
              Excise taxes payable                                 711,848                        -
              Accrued expenses                                     251,257                   59,586
              Deferred income                                       11,535                  (86,852)
                                                          ------------------------------------------
Net cash provided by (used in) operating activities                414,970                 (768,645)
                                                          ------------------------------------------

Cash flows from investing activities:
     Capital expenditures                                          (44,901)                 (14,382)

                                                          ------------------------------------------
Net cash used in investing activities                              (44,901)                 (14,382)
                                                          ------------------------------------------

Cash flows from financing activities:
     Payments on debt                                              (26,151)                 (10,000)
     Net decrease in line of credit                               (703,830)                       -
     Proceeds from issuance of stock                                     -                  281,529
                                                          ------------------------------------------
Net cash (used in) provided by financing activities              (729,981)                  271,529
                                                          ------------------------------------------

         Net decrease in cash                                     (359,912)                (511,498)
Cash, beginning of period                                          742,761                1,113,759
                                                          ------------------------------------------

Cash, end of period                                       $        382,849      $           602,261
                                                          ------------------------------------------



----------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>


                                                                           CCC GlobalCom Corporation
                                                                Consolidated Statement of Cash Flows
                                                                                           Continued
                                                                                         (Unaudited)
----------------------------------------------------------------------------------------------------


                                                               Three Months Ended March 31,
                                                          ------------------------------------------
                                                               2002                    2001
                                                          ------------------------------------------

Supplemental disclosure of cash flow information:

Cash paid during the period for:
<S>                                                       <C>                   <C>
     Interest                                             $         24,500      $             1,474
                                                          ------------------------------------------

     Income taxes                                         $              -      $                 -
                                                          ------------------------------------------
</TABLE>


         During the three months ended March 31, 2002, the Company:

         o    Increased  common stock and additional paid in capital by $366,496
              upon the issuance of 112,768  shares of common stock and decreased
              accounts payable by the same amount. The services were provided in
              2001.

         o    RFC Capital Corp.  exercised a warrant and received 125,000 shares
              of company stock for a $500,000 reduction in the line of credit.

         o    Purchased software financed with a $441,119 capital lease.




--------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.

                                       6
<PAGE>


                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------


1.    Organization and Significant Accounting Policies

Organization

         CCC GlobalCom Corporation, a Nevada corporation ("CCC GlobalCom" or the
"Company"), was named Emerald Capital Investments, Inc. prior to June 12, 2000.
On June 9, 2000, the Company commenced operations in the telecommunications
industry though the acquisition of CCC GlobalCom, Corp., a Texas corporation
("CCC Texas"). CCC Texas was formed in 1999 and conducted no operations except
for the acquisition of Ciera Network Systems, Inc. ("Ciera") in June 2000.

         The Company's acquisition of CCC Texas, and as a result of such
acquisition, the acquisition of Ciera, is accounted for as a reverse merger.
Accordingly, for accounting purposes, Ciera is deemed to be the survivor of the
CCC Texas/Ciera merger and as such the financial statements presented are those
of the operations of Ciera. Substantially all of the Company's operations are
conducted by Ciera.

         The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Ciera Network Systems, Inc. and CCC
Globaltel de Colombia, SA ("Globaltel").

         Globaltel was organized under the laws of Colombia, to operate
franchise stores and calling centers for people who do not have personal
telephone service. CCC GlobalCom owns approximately 95 percent of the
outstanding common stock of Globaltel. Globaltel's revenues for the first three
months of 2002 were approximately $87,000 and its loss from operations was
approximately $18,000. It has a working capital deficit of approximately
$54,000 as of March 31, 2002.

2.    Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
prepared by the Company in accordance with accounting principles generally
accepted in the United States for interim financial information and are in the
form prescribed by the Securities and Exchange Commission in instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. The interim
unaudited financial statements should be read in conjunction with the Company's
audited financial statements as of and for the year ended December 31, 2001. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002.

         The unaudited financial statements include the accounts of CCC
GlobalCom Corporation and its subsidiaries, Ciera Network Systems, Inc. and CCC
Globaltel de Colombia, SA and include all adjustments (consisting of normal
recurring items) which are, in the opinion of management, necessary to fairly
present the financial position as of March 31, 2002 and the results of
operations and changes in financial position for the three month periods ended
March 31, 2002 and 2001.

Reclassifications

         Certain amounts in the 2001 consolidated financial statements have been
reclassified to conform to the current year presentation.


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 estimate and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at


                                       7
<PAGE>

the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Loss Per Common Share

         The computation of basic loss per common share is based on
the weighted average number of shares outstanding during each period. The
computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period, 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 period. Options to purchase 915,000 and 1,355,000 shares of
common stock at a range of $3.50 to $5.00 per share were outstanding at March
31, 2002 and 2001 respectively, but were not included in the diluted loss per
share calculation because the effects would have been anti-dilutive.


3.    Recent Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires the purchase method of accounting for
all business combinations initiated after June 30, 2001 and that certain
acquired intangible assets in a business combination be recognized as assets
separate from goodwill. SFAS No. 142 requires an impairment test, at least
annually, of goodwill and other intangibles determined to have an indefinite
life and such assets are no longer to be amortized. SFAS No. 142 requires that
an impairment test related to the carrying values of existing goodwill be
completed within the first six months of 2002. Management does not believe that
the adoption of this accounting standard will have a significant impact on its
future results of operations and financial condition.

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires an asset retirement obligation to
be recorded at fair value during the period incurred and an equal amount
recorded as an increase in the value of the related long-lived asset. The
capitalized cost is depreciated over the useful life of the asset and the
obligation is accreted to its present value each period. SFAS No. 143 is
effective for the Company beginning January 1, 2003 with earlier adoption
encouraged. The Company is currently evaluating the impact the standard will
have on its future results of operations and financial condition.

         In August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets", effective beginning January 1,
2002. SFAS No. 144 retains the requirement to recognize an impairment loss only
where the carrying value of a long-lived asset is not recoverable from its
undiscounted cash flows and to measure such loss as the difference between the
carrying amount and fair value of the asset. SFAS No. 144, among other things,
changes the criteria that have to be met to classify an asset as held-for-sale
and requires that operating losses from discontinued operations be recognized in
the period that the losses are incurred rather than as of the measurement date.
The Company adopted the accounting standard effective January 1, 2002, which did
not have a significant impact on the Company's financial condition or results of
operations.


                                       8
<PAGE>

4.    Property and Equipment

      Property and equipment consists of the following:

        Switch equipment                                      $      1,051,571
        Computer hardware and software                               2,509,676
        Office equipment and other                                     184,556
        Furniture and fixtures                                         431,811
        Leasehold improvements                                       2,985,944
                                                              -----------------
                                                                     7,163,558
        Less accumulated depreciation and amortization              (1,255,956)
                                                              -----------------
                                                              $      5,907,602
                                                              -----------------


         Depreciation and amortization expense totaled $616,811 and $13,735 for
the three month periods ending March 31, 2002 and 2001, respectively.

5.    Intangibles

       Intangibles consists of the following as of March 31, 2002:

        Customer base                                                3,189,374
        Less accumulated amortization                                 (851,000)
                                                              -----------------
                        Intangibles, net                      $      2,338,374
                                                              -----------------

         Amortization expense totaled approximately $399,000 and $40,000 for the
three-month periods ending March 31, 2002 and 2001, respectively.

6.    Line of Credit

         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. The Loan and Security Agreement
is comprised of two elements: The EqualNet Loan and Revolving Facility and the
Omniplex Loan and Revolving Facility. 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
EqualNet Loan is not to exceed the lesser of (A) $10,000,000 and (B) the
Availability Formula. As of March 31, 2002 the principal amount exceeded the
availability formula by $3,921,456. The EqualNet Loan and Revolving Facility
bears interest at prime plus 1.75% per annum (6.5% as of 3/31/02). The principal
is due April 2, 2005. Interest is paid on a monthly basis, except 1.75% of the
interest is deferred through April 3, 2002 and repaid in twelve monthly
installments beginning April 3, 2002. At March 31, 2002 the loan was in default
on a number of covenants and the balance due was $8,617,681 (see below).

         The Omniplex Loan and Revolving Facility bears interest at prime plus
2% per annum (6.75% as of 3/31/02). The principal is due August 31, 2005.
Interest was deferred through February 28, 2002 and is being repaid in six
monthly installments that began March 1, 2002 with current interest charges paid
monthly. At March 31, 2002 the loan was in default on a number of covenants and
the balance due was $8,574,554 (see below). Under the Loan and Security
Agreement the principal amount of the Omniplex Loan is not to exceed the lesser
of (A) $10,000,000 as reduced pursuant to the terms of the Warrant Agreement
(9,500,000 as of March 31, 2002) and (B) the Omniplex Borrowing Formula. As of
March 31, 2002 the principal amount exceeded the availability formula by
$2,394,347.

                                       9
<PAGE>

         Restricted cash represents deposits in lockboxes setup for the benefit
of RFC Capital Corp. that have not been swept at month-end in the amount of
$535,600 and deposits to secure letters of credit issued for the benefit of
vendors in the amount of $239,760 as of March 31, 2002.

         The Company is in violation of certain covenants of the Amended and
Restated Loan and Security Agreement with RFC Capital Corporation. Accordingly,
the loan balance has been classified as current on the financial statements. At
the present time, the Lender has not notified the Company of an Event of Default
under the loan and currently is in discussions with the Company regarding the
possibility of restructuring the two revolving credit facilities and the related
covenants. At March 31, 2002, and as of the date of this filing, the Company was
in violation of the following covenants: (1) the Company has withdrawn the
maximum amount available under the loan, and allowed the principal of the loan
to exceed the availability formula by approximately $6.3 million; (2) the
Company is in violation of the minimum tangible net worth covenant of
$3,000,000; (3) the Company has exceeded the allowed annual capital expenditure
limit of $500,000; (4) the Company's current ratio is less than 1.5:1.0; (5) the
Company has failed to timely file and pay federal, state and local sales and
telecommunications taxes and (6) the Company has failed to make timely payments
under lease obligations.

         RFC Capital Corporation has continued to make 90% of current cash
receipts available for use to satisfy the Company's operating needs and has used
the remaining 10% to reduce the loan balance. There is no guarantee that RFC
Capital will continue to do so in the future. The amount due under the revolving
line of credit has been classified as a current liability in our financial
statements. There can be no assurance that the Company can successfully
restructure its loan agreements.

7.     Accrued Expenses

       Accrued expenses consisted of the following:

                                                                March 31,
                                                                  2002
                                                              ------------------

        Accrued billing fees                                  $        224,952
        Customer deposits and accrued discounts                        404,164
        Accrued professional fees                                       97,577
        Accrued interest expense                                       493,174
        Accrued commissions                                             85,559
                                                              ------------------
                                                              $      1,305,426
                                                              ------------------



                                       10
<PAGE>


8.    Long-term Debt

      Our long-term debt consists of the following as of March 31, 2002:

      Ironwood Note Payable, with interest at 8%. The note
      is due May 30, 2002 with any accrued interest. Monthly
      payments of interest are due at month end. This
      note is secured by a second lien security interest
      in a portion of the Incomnet accounts receivable.       $        750,000

      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.                                  727,360

      Capitalized lease obligations                                    622,200

      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.                              8,025
                                                              ----------------
                          Total term debt                            2,107,585
                          Less current portion                       1,236,892
                                                              ----------------
                                      Long-term Debt          $        870,693
                                                              ----------------

      Future maturities of long-term debt are as follows:

        Years Ending March 31:
               2002          $      1,236,892
               2003                   352,743
               2004                   336,110
               2005                   181,840
               2006                        --
                             -----------------
                             $      2,107,585
                             -----------------

         The Company does not have the funds available to retire the Ironwood
Note Payable that matures on May 30, 2002. Management is seeking additional
capital and borrowing infusion to fund this obligation. There can be no
assurance that management will be successful with this plan.

9.    Commitments

Carrier Agreements

         The Company has entered, and will continue to enter, into contracts
with various service providers for services, which will be resold to customers.
The contracts currently in place have no material minimum commitment with the
exception of Global Crossing, Qwest and MCI, which provide for a minimum
commitment of $150,000, $50,000 and $50,000 per month for 12, 12 and 36 months,
respectively, and have automatic renewal provisions if prior written notice of
termination is not provided.

Billing Agreements

         The Company has entered into two agreements that enable it to provide
call detail records and related charges to a Local Exchange Carrier and a
national billing consolidator so its 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 $157,500 and $99,000 and have
terms of 12 and 36 months, respectively.


                                       11
<PAGE>

10.    Related Party Transactions

Stock grants for services provided by shareholders

         The Company 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 the Company
in exchange for stock. These services were performed during 2001. The Company
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.

Settlement and Release Agreement

         In August 2001 the Company 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. The Company agreed to
issue 400,000 shares of CCC GlobalCom stock to each officer. The shares were
recorded as a liability at December 31, 2001 and march 31, 2002 and were
approved for issuance in May 2002.

ITEM 2

Forward-Looking Statements

         This Form 10-QSB contains certain statements, such as statements
regarding 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

                                       12
<PAGE>

         (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 businesses;

         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;

         o    the ongoing war on terrorism;

         o    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.

                                       13
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

General

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

         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 result of such acquisition, the acquisition of Ciera, was
accounted for as a reverse merger.

         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.

         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.

                                       14
<PAGE>

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

         In May 2002, the Board of Directors approved a Stock Incentive Plan
(Plan) to attract and retain key employees. The plan provides for 4,000,000
shares of stock to be made available for the plan. As of March 31, 2002, no
options had been granted under the plan. We have granted options to purchase a
total of 1,300,000 shares of our common stock to an officer and to a former
officer of the company that were not under the Plan.

         During the first three months of 2002, CCC GlobalCom issued 737,768
shares of common stock to certain Directors, Officers and vendors. The issuance
of these shares has been accounted for in the financial statements.

         On March 18, 2002, CCC GlobalCom entered into an agreement with PT.
Telekomunikasi Indonesia, to expand VoIP traffic distribution and marketing
of VoIP services with Indonesia-based Probis VoIP of Persero Telekomunikasi TBK
(TELKOM), (Tokyo: POWL) the principal provider of telecommunications services in
Indonesia.

         The Company is in violation of certain covenants of the Amended and
Restated Loan and Security Agreement with RFC Capital Corporation. Accordingly,
the loan balance has been classified as current on the financial statements. At
the present time, the Lender has not notified us of an Event of Default under
the loan and currently is in discussions with us regarding the possibility of
restructuring the two revolving credit facilities and the related covenants. At
March 31, 2002, and as of the date of this filing, we were in violation of the
following covenants: (1) the Company has withdrawn the maximum amount available
under the loan, and allowed the principal of the loan to exceed the availability
formula by approximately $6.3 million; (2) the Company is in violation of the
minimum tangible net worth covenant of $3,000,000; (3) the Company has exceeded
the allowed annual capital expenditure limit of $500,000; (4) the Company's
current ratio is less than 1.5:1.0; (5) the Company has failed to timely file
and pay federal, state and local sales and telecommunications taxes and (6) the
Company has failed to make timely payments under lease obligations.

         RFC Capital Corporation has continued to make 90% of current cash
receipts available for use to satisfy our operating needs and has used the
remaining 10% to reduce the loan balance. There is no guarantee that RFC Capital
will continue to do so in the future. The amount due under the revolving line of
credit has been classified as a current liability in our financial statements.
There can be no assurance that we can successfully restructure these loan
agreements.

         The Company does not have the funds available to retire the Ironwood
Note Payable that matures on May 30, 2002. Management is seeking additional
capital and borrowing infusion to fund this obligation. There can be no
assurance that management will be successful with this plan.

         We have had operating losses for every quarter since we began
operations in June 2000. The auditor's opinion on our financial statements as of
December 31, 2001, 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 are experiencing difficulty in paying our vendors,
carriers and lenders on time, and we may continue to experience this difficulty
in the future. If we are unable to pay our vendors, carriers and lenders on
time, they may stop providing critical services or repossess critical equipment
that we need to stay in business.

         We have received a disconnection notice for past due balances from a
significant carrier. It is our belief that certain amounts included in these
past due balances are in error. We are in the process of preparing a dispute for
the portion of past due balances we believe are in error. We are also in
discussions with the carrier regarding extended payment terms for the undisputed
balances. We believe that ultimately these discussions will result in lower
monthly charges for GlobalCom. However, there can be no assurances that we can
successfully dispute the balance identified as in error or negotiate favorable
payment terms for the remaining undisputed balances.

         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 March 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.

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

                                       15
<PAGE>

Results of Operations

Three Months Ended March 31, 2002 compared to March 31, 2001

         NET SALES. Our revenues primarily consist of billings for long distance
telephone services and local telephone services, private line circuits data and
pre-paid and post-paid calling cards. Net sales increased approximately
$6,655,000 to approximately $7,061,000 from approximately $406,000 for the first
three months of 2002 and 2001, respectively. The increase in sales largely arose
from the significant number of customers acquired in the Asset Acquisitions
mentioned above.

         During the first three months of 2002, we were integrating the
customers acquired in the Omniplex and Incoment acquisitions. At the end of
these three months, there were certain line charges that had not been billed to
customers in excess of $400,000. The ultimate collectability of these unbilled
revenues is not determinable at the time of this filing. Therefore, we have not
reflected these unbilled revenues in the financial statements presented in this
report on Form 10-QSB. However, the costs associated with these unbilled
revenues are reflected in cost of 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 and miscellaneous costs incurred to
provide service. Cost of service for 2001 and 2002 includes primarily direct
carrier related costs.

         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 certain one time
integration costs. SG&A in 2002 includes: (1) approximately $325,000 in expense
for a stock grants to a senior manager of the corporation; (2) approximately
$293,000 in facilities expense; (3) $276,000 of expense for outbound billing
services; (4) $1,300,000 in expense for stock issued to vendors (see note 10
above); and (5) approximately $2,889,000 of payroll related 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 approximately $358,000
consisted primarily of interest of approximately $301,000 attributable to the
RFC loan agreement.

         We expect to continue to experience operating losses and negative
adjusted EBITDA as a result of our development and market expansion activities.

Liquidity and Capital Resources

         During the three months ended March 31, 2002, we generated positive
cash flow from operations of approximately $415,000, primarily due to the
substantial increase in trade accounts payable during the period. The amount of
cash used in our operations is a result of the net loss incurred during the
period, the timing of cash receipts from our customers, the acquisitions
mentioned above, service of interest, as well as activities related to payments
to our vendors. 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 three months ended March 31, 2002, the Company acquired
approximately $45,000 in equipment, which was not financed through a capital
lease arrangement. Additional cash outflows included payments on our line of
credit of approximately $704,000 and payments of approximately $26,000 towards
our capital lease obligations.

         Altogether, our net operating, investing and financing activities
during the three months ended used approximately $360,000 in cash. Our working
capital deficit at March 31, 2002 was approximately $25,430,000. This represents
an increase in deficit of approximately 3,862,000 from the working capital
deficit of $21,568,000 at December 31, 2001.

                                       16
<PAGE>

         Our current liabilities include a total of approximately $6,274,000
owed to various carriers, most of which is significantly past credit terms. In
addition, our current liabilities include approximately $2,552,000 of amounts
owed to various other trade vendors and carriers, most of which is significantly
past credit terms. We currently do not have sufficient cash to bring our vendors
back to current terms.

         Until we produce positive cash flows 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 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 carriers, to service debt requirements and
purchase equipment. We do not consistently pay our suppliers and carriers on
time, some of which are critical to our operations. Most of our suppliers and
carriers are significantly past credit terms. Certain vendors and 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 2001 and during
the first three months of 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
over the past twelve months. 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.

         The Company is in violation of certain covenants of the Amended and
Restated Loan and Security Agreement with RFC Capital Corporation. Accordingly,
the loan balance has been classified as current on the financial statements. At
the present time, the Lender has not notified us of an Event of Default under
the loan and currently is in discussions with us regarding the possibility of
restructuring the two revolving credit facilities and the related covenants. At
March 31, 2002, and as of the date of this filing, we were in violation of the
following covenants: (1) the Company has withdrawn the maximum amount available
under the loan, and allowed the principal of the loan to exceed the availability
formula by approximately $6.3 million; (2) the Company is in violation of the
minimum tangible net worth covenant of $3,000,000; (3) the Company has exceeded
the allowed annual capital expenditure limit of $500,000; (4) the Company's
current ratio is less than 1.5:1.0; (5) the Company has failed to timely file
and pay federal, state and local sales and telecommunications taxes and (6) the
Company has failed to make timely payments under lease obligations.

         RFC Capital Corporation has continued to make 90% of current cash
receipts available for use to satisfy our operating needs and has used the
remaining 10% to reduce the loan balance. There is no guarantee that RFC Capital
will continue to do so in the future. The amount due under the revolving line of
credit has been classified as a current liability in our financial statements.
There can be no assurance that we can successfully restructure its loan
agreements.

         We have received a disconnection notice for past due balances from a
significant carrier. It is our belief that certain amounts included in these
past due balances are in error. We are in the process of preparing a dispute for
the portion of past due balances we believe are in error. We are also in
discussions with the carrier regarding extended payment terms for the undisputed
balances. We believe that ultimately these discussions will result in lower
monthly charges for GlobalCom. However, there can be no assurances that we can
successfully dispute the balance identified as in error or negotiate favorable
payment terms for the remaining undisputed balances.

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 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 (in
thousands):

                                       17
<PAGE>
<TABLE>
<CAPTION>

       Year Ending December 31,         Operating lease        Capital          Other long-term          Total minimum
                                          obligations           lease             contractual              long-term
                                                             obligations          obligations             obligations
<C>                                     <C>              <C>                 <C>                          <C>
2002                                    $     1,222      $        305        $         3,571              $    5,098
2003                                          1,185               163                  1,340                   2,688
2004                                          1,154               154                    240                   1,548
2005                                            811                 -                     90                     901
2006                                            778                 -                     90                     868
Thereafter                                      226                 -                      8                     234
                                        -----------      ------------        ---------------              ----------
Total future minimum long-term
obligations                             $     5,376      $        622        $         5,339              $   11,337
                                        ===========      ============        ===============              ==========
</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.

         The Company does not have the funds available to retire the Ironwood
Note Payable that matures on May 30, 2002. It is the plan of management to seek
additional capital and borrowing infusion to fund this obligation. There can be
no assurance that management will be successful with this plan.

         Management, in order to continue operations, is seeking additional
revenue generating activities, and is actively engaged in discussion to obtain
additional capital and borrowing infusion. There can be no assurance that
management will be successful with this plan.

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-QSB 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-QSB, 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

                                       18
<PAGE>

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-QSB. These forward-looking statements
represent our judgment as of the date of this Form 10-QSB. All subsequent
written and oral forward-looking statements attributable to CCC GlobalCom are
expressly qualified in their entirety by the Cautionary Statements. CCC
GlobalCom disclaims, however, any intent or obligation to update its
forward-looking statements.

         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 two years. We have limited assets, limited revenues and limited
customers. Our customer base and revenues are increasing on a monthly basis.
However, 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, you have
limited operating and financial data on which you can predict our future
performance and base your investment decision. We cannot assure you that we can
successfully operate as a facilities based integrated communications provider.

         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, 2000, the Company had a net loss of $1,789,567. For the year ended December
31, 2001, CCC GlobalCom had a net loss of $18,790,367. For the quarter ended
March 31, 2002, CCC GlobalCom had a net loss of $7,025,465. 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 you 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 Additional Capital Required. As of March 31, 2002,
we had, on a consolidated basis, total assets of approximately $14,557,000.
There can be no assurance that we will realize positive cash flow from
operations in the foreseeable future. Furthermore our business plan provides
that we will attempt to complete additional acquisitions. We estimate that we
will be required to raise approximately $25,000,000 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 debt and 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.

         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

                                       19
<PAGE>

participants. Most of our other current competitors are substantially larger and
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, re-enter 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 you 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
you 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

                                       20
<PAGE>

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;

         o    our failure to identify key information and processing needs;

         o    our failure to integrate our various information management
              systems effectively;--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 (ILEC) 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 ILEC's 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 you 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 telecommunication
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
ILEC's, typically cover a two-to three-year period, requiring us to renegotiate
them frequently. We cannot assure you 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 you that the rates charged to

                                       21
<PAGE>

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.

         Declining Prices for Telecommunication Services Could Reduce Our
Revenue and Profitability. The telecommunications business is extremely
competitive. Long distance prices have decreased substantially in recent years
and are expected to continue to decline in the future. 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

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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.

         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, 2001, 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.

         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
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 accounting principles generally accepted in the United States of
American 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 collectability 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

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conditions worsened, additional allowances may be required in the future.

         Intangibles. The Company had significant intangible assets consisting
of acquired customer bases. (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. The
Company 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 customer bases
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 non-exchange traded contracts
              accounted for at fair value

         o    Relationships and transactions with persons or entities that
              derive benefits from any non-independent relationship other than
              the related party transactions discussed in footnote 10.


PART II - OTHER INFORMATION

         Item 1. Legal Proceedings. To the best knowledge of the Company's
management, the Company is not a party to any legal proceeding or litigation.

         Item 2. Changes in Securities and Use of Proceeds. None

         Item 3. Defaults by the Company on its Senior Securities. The Company
is in violation of certain covenants of the Amended and Restated Loan and
Security Agreement with RFC Capital Corporation. Accordingly, the loan balance
has been classified as current on the financial statements. At the present time,
the Lender has not notified the Company of an Event of Default under the loan
and currently is in discussions with the Company regarding the possibility of
restructuring the two revolving credit facilities and the related covenants. At
March 31, 2002, and as of the date of this filing, the Company was in violation
of the following covenants: (1) the Company has withdrawn the maximum amount
available under the loan, and allowed the principal of the loan to exceed the
availability formula by approximately $6.3 million; (2) the Company is in
violation of the minimum tangible net worth covenant of $3,000,000; (3) the
Company has exceeded the allowed annual capital expenditure limit of $500,000;
(4) the Company's current ratio is less than 1.5:1.0; (5) the Company has failed
to timely file and pay federal, state and local sales and telecommunications
taxes and (6) the Company has failed to make timely payments under lease
obligations.

         RFC Capital Corporation has continued to make 90% of current cash
receipts available for use to satisfy the Company's operating needs and has used
the remaining 10% to reduce the loan balance. There is no guarantee that RFC
Capital will continue to do so in the future. The amount due under the revolving
line of credit has been classified as a current liability in our financial
statements. There can be no assurance that the Company can successfully
restructure its loan agreements.

         The Company has not obtained a waiver and has classified the loan as
current.

         Item 4. Submission of Matters to Vote of Security Holders. None.

         Item 5. Other Information. None.

         Item 6(a). Exhibits.

         Item 6(b). Reports on Form 8-K.

         On February 14, 2002, the Company filed an 8-K/A amending the
announcement of the acquisition of selected assets from Incomnet Communications
Corporation in an 8K previously filed on December 18, 2001.  The amendment
provided the financial information of the acquired company.

         On March 28, 2002, the Company filed an 8-K announcing the signing of
an agreement with PT. Telekomonikasi Indonesia, PLC, a telecommunication service
provider in Indonesia.

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SIGNATURE
---------

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

Dated: May 15, 2002                  CCC GLOBALCOM CORPORATION


                                       By  /s/ Z. A. Hakim
                                       -----------------------------
                                       Z. A. Hakim
                                       Chief Executive Officer
                                       /Principal Executive Officer



                                       By  /s/ Stephen A. Garcia
                                       ----------------------------
                                       Stephen A. Garcia
                                       Chief Financial Officer
                                       /Principal Financial Officer





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