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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-30365-C
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CCC GLOBALCOM CORPORATION
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(Name of Small Business Issuer as specified in its charter)
Nevada 36-3693936
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification No.)
1250 Wood Branch Park Drive, 6th Floor, Houston, Texas 77079
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(Address of principal executive offices)
Registrant's telephone no., including area code: (281) 529-4600
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Not Applicable
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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 May 2, 2001 - 32,241,403 shares of $.001 par value
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
CCC GLOBALCOM CORPORATION
For the Quarter ended March 31, 2001
The following financial statements and schedules of the registrant are
submitted herewith:
PART I -- FINANCIAL INFORMATION
Page of
Form 10-QSB
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Item 1. Financial Statements:
Condensed Consolidated Balance Sheet-March 31, 2001 3
Condensed Consolidated Statements of Operations--for the three months
ended March 31, 2001 and March 31, 2000 4
Condensed Consolidated Statements of Cash Flows--for the three months
ended March 31, 2001 and March 31, 2000 5
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II -- OTHER INFORMATION
Page
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Item 1. Legal Proceedings 13
Item 2. Changes in the Securities 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Results of Votes of Security Holders 14
Item 5. Other Information 14
Item 6(a). Exhibits 14
Item 6(b). Reports on Form 8-K 14
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CC GLOBALCOM CORPORATION
Condensed Consolidated Statement of Operations
March 31, 2001
(Unaudited)
________________________________________________________________________________
ASSETS
Current assets:
Cash $ 602,261
Accounts receivable, net 222,509
Inventory 375
Prepaid expenses 2,677
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Total current assets 827,822
Property and equipment, net 117,801
Deposits 250,294
Intangible asset, net 366,864
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Total assets $ 1,562,781
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 102,784
Accrued liabilities 136,952
Deferred Income 85,701
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Total current liabilities 325,437
Long-term note payable 8,025
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Total liabilities 333,462
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Stockholders' equity:
Common stock - par value $.001 per share. Authorized 100,000,000
shares; issued and outstanding 32,241,403 shares 32,334
Additional paid-in capital 4,414,529
Accumulated deficit (3,217,544)
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Total stockholders' equity 1,229,319
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Total liabilities and stockholders' equity $ 1,562,781
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________________________________________________________________________________
See accompanying Notes to Condensed Consolidated Financial Statements.
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CCC GLOBALCOM CORPORATION
Condensed Consolidated Statement of Operations
(Unaudited)
________________________________________________________________________________
Three Months Ended
March 31
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2001 2000
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Revenue $ 405,846 $ 131,253
Cost of goods sold 321,400 122,185
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Gross margin 84,446 9,068
General and administrative
expenses (787,644) (231,099)
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Loss from operations (703,198) (222,031)
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Other income (expense):
Interest expense (1,474) (2,429)
Interest income 457 1,094
Other income (expense) 4,046 (9,840)
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3,029 (11,175)
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Loss before income tax (700,169) (233,206)
Income tax benefit -- --
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Net loss $ (700,169) $ (233,206)
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Net loss per share --
basic and diluted $ (0.02) $ (.01)
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Weighted average shares --
basic and diluted 32,283,000 21,200,000
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________________________________________________________________________________
See accompanying Notes to Condensed Consolidated Financial Statements.
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CCC GLOBALCOM CORPORATION
Condensed Consolidated Statement of Cash Flows
(Unaudited)
________________________________________________________________________________
Three Months Ended
March 31,
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2001 2000
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Cash flows from operating activities:
Net loss $ (700,169) $(233,206)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 53,735 10,519
(Increase) decrease in:
Accounts receivable 143,045 (91,818)
Inventory (375)
Prepaid expenses 1,768 (1,835)
Deposits and other assets (235,294)
Increase (decrease) in:
Accounts payable (4,089) 37,549
Accrued liabilities 59,586 57,847
Deferred income (86,852)
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Net cash used in
operating activities (768,645) (220,944)
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Cash flows from investing activities-
Purchase of property and equipment (14,382) (21,226)
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Net cash used in
Investing activities (14,382) (21,226)
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Cash flows from financing activities:
Payments on short-term notes payable (10,000) --
Proceeds from issuance of stock 281,529 120,000
Proceeds from debt -- 7,086
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Net cash provided by
financing activities 271,529 127,086
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Net decrease in cash (511,498) (110,084)
Cash, beginning of period 1,113,759 135,076
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Cash, end of period $ 602,261 $ 24,992
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________________________________________________________________________________
See accompanying Notes to Condensed Consolidated Financial Statements.
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CCC GLOBALCOM CORPORATION
Condensed Consolidated Statement of Cash Flows
Continued
(Unaudited)
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Three Months Ended
March 31,
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2001 2000
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Supplemental disclosure of cash flow information:
Interest paid $1,474 $2,429
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Income taxes paid $ -- $ --
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________________________________________________________________________________
See accompanying Notes to Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
_______________________________________________________________________________
(1) CCC GlobalCom Corporation (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 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
the acquisition of Ciera Network Systems, Inc. ("Ciera"). Ciera commenced
operations in 1999. 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 such acquisition and as such the financial statements
presented are those of the operations of Ciera from January 1, 2000 to
March 31, 2000. Thereafter the statements are those of the consolidated
statements CCC GlobalCom Corporation and its wholly owned subsidiaries.
(2) The unaudited financial statements include the accounts of CCC Globalcom
Corporation and subsidiaries 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, 2001 and the
results of operations and changes in financial position for the three month
periods ended March 31, 2001 and March 31, 2000. The results of operations
for the three months ended March 31, 2001 are not necessarily indicative of
the results to be expected for the entire year.
(4) Loss per common share is based on the weighted average number of shares
outstanding during the period. Common stock equivalents are not included in
the diluted earnings per share calculation because the effect would have
been anti-dilutive.
(5) Subsequent to March 31, 2001, the Company is currently raising capital
through a Private Placement Memorandum ("PPM"). The PPM is selling shares
for $3.25 with a minimum purchase of 20,000 shares to pre-accredited
investors. The Company is seeking to sell 2,000,000 shares of its common
stock under the PPM. The PPM requires no minimum and to date the Company
has raised approximately $2,187,589. Approximately, $1,250,000 of the
proceeds have been used for the EqualNet and d-Tel acquisition.
(6) On February 21, 2001, CCC GlobalCom Corporation executed an Asset Purchase
Agreement to acquire certain assets of EqualNet Communications Corp.,
EqualNet Corporation and USC Telecom, Inc. (collectively referred to as the
"EqualNet Assets"). The transaction closed April 3, 2001. 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 $8,000,000 was paid with $500,000
cash and proceeds from a revolving credit facility of $7,500,000 from RFC
Capital, a division of Textron Financial. In a related transaction, CCC
GlobalCom purchased three switches used in the EqualNet long distance
business for $750,000 from dTel Network, L. L. C., a company controlled by
the Chairman of the Board of EqualNet.
(7) Deposits as of March 31, 2001 represent payments made associated with the
EqualNet acquisition and will be reclassed once the purchase price
allocation is determined.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
CCC GlobalCom Corporation (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 through the acquisition of CCC
GlobalCom Corporation, a Texas corporation ("CCC Texas"). CCC Texas was formed
in 1999 to commence operations in the telecommunications industry. CCC Texas has
conducted no operations except for its acquisition of Ciera Network Systems,
Inc. ("Ciera"). Ciera commenced operations in 1999. The Company's acquisition of
CCC Texas, and as 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 such acquisitions and the financial statements
included in this Form 10-QSB for quarters in 2000 are the financial statements
of Ciera. The financial statements for the three month period in 2000 are
consolidated financial statements of CCC Texas and Ciera for the entire period.
The Company is a facilities based telecommunications company offering
residential and small to medium sized business customers a wide variety of
bundled voice and data telecommunications services. Prior to March 31, 2001, the
Company operated as a switchless provider of telecommunication services. We are
primarily a reseller of voice and data telecommunications services. Our services
include but are not limited to the following:
o local telephone service,
o long distance telephone services;
o internet service;
o paging;
o voice messaging; and
o archive data backup and recovery.
The Company intends to expand our operations through acquisitions of other
telecommunications companies located in the United States, South and Central
America and elsewhere. The key elements of our business strategy are to:
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o focus on residential and small and medium-sized business customers
in select United States and foreign markets;
o develop a flexible, technologically advanced telecommunications
network in a capital-efficient manner through reselling
telecommunication services and products in a seamless method;
o provide customers a complete telecommunications solution at a
competitive price with superior customer service;
o maintain customer loyalty;
o employ a team sales approach to cross-sell multiple products and
services; and
o expand through acquiring other operating telecommunications companies
or their assets
CALLING CENTERS.
Many Colombian residents do not have telephone services in their residences
and are required to make telephone calls at pay phones. The Company recently
formed CCC Globaltel de Colombia, as a wholly-owned subsidiary of CCC GlobalCom
Corporation, under the laws of Colombia, to operate calling centers. These
indoor calling centers are designed to serve travelers and the large population
of the country who do not have personal telephones. Calling centers are a widely
recognized and utilized medium in Colombia, Mexico, and other Latin American
countries but do not currently have a real equivalent in the U.S.
The first Calling Center has recently commenced operations in Bogota,
Colombia. This first Calling Center has five telephones and three local access
stations for Internet access. Subject to adequate financing, we intend to open
an additional 26 Calling Centers during the next 12 months. Each location will
employ at least one attendant, who processes calls, monitors call duration,
collects money and runs daily reports on call activity. As compared to public
pay telephones, our centers offer privacy and comfort as well as the
personalized attention needed by customers who are not accustomed to using a
telephone.
CCC Globaltel de Colombia has an agreement with Capitel/Telecom (the
largest telephone company in Colombia) in connection with the operation of the
Calling Centers. Capitel/Telecom has agreed to fund the costs of bringing
telephone service connections, both national and international communication
services, to each of the Calling Centers. CCC Globalcom Corporation will be
required to fund the costs of constructing and operating the Calling Centers.
Those costs are estimated to approximate $16,000 for constructing and
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equipping each Calling Center. Capital requirements necessary to fund this
project pursuant to our business plan are estimated to approximate $1,000,000.
There can be no assurance the Company will be successful in raising the capital
necessary to complete this project.
The calling center business is very competitive throughout Colombia,
however this is a very localized business on a neighborhood to neighborhood
basis.
RESULTS OF OPERATIONS
The Company's revenues are derived from the sale of telecommunications
services to residential and business customers. Currently, the Company has
a limited number of customers and is primarily conducting operations in the
State of Texas and Missouri. Although the Company's wholly owned subsidiary
Ciera Network Systems, Inc. commenced operations in 1999, the Company continues
to be in early stages of development and future revenues are dependent upon the
Company's ability to expand its customer base through a combination of
internally generated growth or acquisitions. Effective April 3, 2001,
CCC Globalcom acquired the long distance customer base of EqualNet. This
customer base consists of approximately 40,000 customers.
The Company has been operating in the telecommunication industry since
January, 1999, and is in the early stages of pursuing its business plan.
Therefore, the comparative numbers between 2001 and 2000 may not be a meaningful
indication of future results.
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31, 2000
REVENUES for the three months ended March 31, 2001 were $405,846 compared
to $131,253 for the three months ended March 31, 2000. Revenues are derived from
the sale of telecommunications services. The increase in revenues for the three
months ended March 31, 2001 compared to the three month period ended March 31,
2000 was primarily attributed to implementation of the Company's marketing
efforts throughout the 2000 calendar year and into the first quarter of 2001 and
customers obtained from the Virtual Network Acquisition in June , 2000.
COST OF SALES. For the three months ended March 31, 2001, our cost of
sales were $321,400 or 79.2% of sales compared to $122,185 or 93.1% for the
three months ended March 31, 2000. The increase in costs of sales for the three
months ended March 31, 2001 compared to the three months ended March 31, 2000
was primarily attributed to costs associated with the revenue growth from first
quarter 2000 to first quarter 2001. The variance in the percentage of cost of
sales is indicative of the fact that the first quarter of 2000 was still being
conducted during a start up period and the company's cost of providing service
was higher during this start up period. The Company expects to aggressively
monitor its cost of sales to obtain the lowest cost possible for providing the
services to the customer.
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GROSS MARGINS. Gross margins were $84,446 for the three months ended
March 31, 2001 compared to $9,068 for the three months ended March 31, 2000.
This significant increase is the result of a significant increase in revenues
relating to the startup of our operations during the last year.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative (G&A)
expenses were $787,644 or 194% of revenue for the three months ended March 31,
2001 compared to $231,099 or 176% of revenue for the three months ended March
31, 2000. The increase in G & A expenses was attributed to an overall increase
in operations, other activities, staffing and professional fees. We anticipate
that the total dollar amount of G & A expenses will continue to increase as
operations increase through acquisitions or internal growth.
NET LOSS. We had a net loss of $700,169 for the three months ended
March 31, 2001 compared to a net loss of $233,206 for the three months ended
March 31, 2000. The increase in total net loss was due primarily to the increase
in general and administrative expenses for the comparable periods. This increase
in general and administrative expenses was necessary to provide the
infrastructure necessary to continue with the implementation of the Company's
business plan.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, the Company's working capital was $502,385. In
January, 2001, the Company received gross offering proceeds of $281,529 from the
completion of a private placement of its common stock.
Subsequent to March 31, 2001 the Company is currently raising capital
through a Private Placement Memorandum ("PPM"). The PPM is selling shares for
$3.25 with a minimum purchase of 20,000 shares to pre-accredited investors. The
Company is seeking to sell 2,000,000 shares of its common stock under the PPM.
The PPM requires no minimum and to date the Company has raised approximately
$2,187,589. Approximately, $1,250,000 of the proceeds have been used for the
EqualNet and d-Tel acquisition.
The Company has entered into a $10,000,000 revolving credit facility with
RFC Capital in connection with the proposed acquisition of EqualNet. The
revolving credit facility has a forty eight month term and an interest rate of
prime plus one and three quarter percent. Advances under the loan are based upon
a multiple of revenue. The loan has covenants related to financial performance
and cash flow customary to loans of this type. At March 31, 2001 there were no
borrowings outstanding under this loan. Subsequent to March 31, 2001 upon the
closing of the EqualNet acquisition, the Company has borrowed $7,637,702 under
the Credit facility, $7,500,000 of which was used primarily to fund a portion of
the purchase price and the balance to fund operations.
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At March 31, 2001, the Company had total assets of $1,562,781, total
liabilities of $333,462 and stockholders equity of $1,229,319. Total assets
included $366,864 attributed to intangible assets attributable to the purchase
of the customer list from the Virtual Network Company.
The Company's primary needs for capital are to fund acquisitions, purchase
equipment, and fund operations until the Company operates at a profit. The
Company anticipates that it will continue to operate at a deficit for at least
through the second quarter of fiscal 2001.
The Company anticipates the net proceeds received in its most recent
private placement will fund current operations for approximately six months.
The Company will be required to obtain capital in order to continue to operate
subsequent to that date.
The Company's ability to expand will, at least for the foreseeable future,
be dependent upon its ability to sell shares of common stock, of which there can
be no assurance and borrowings available under its revolving credit facility.
The Company must increase revenues to become profitable. The Company
believes one of the most effective ways of increasing revenues is to acquire
existing operating telecommunication companies. Acquisitions will require the
issuance of securities, which will dilute the percentage share ownership of
existing shareholders.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains "forward-looking statements" within the
meaning of the securities laws. These forward-looking statements are subject to
a number of risks and uncertainties, many of which are beyond our control. All
statements included in this Quarterly Report, other than statements of
historical facts, are forward-looking statements, including the statements under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding our strategy, future operations, financial position,
projected costs, prospects, plans and objectives of management.
Certain statements contained in this Quarterly Report, including without
limitation, statements containing the words "will," "anticipate," "believe,"
"intend," "estimate," "expect," "project" and words of similar import,
constitute forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors include,
among others, the following:
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o limited operating history and expectation of operating losses;
o availability and terms of the significant additional capital required
to fund our expansion;
o reliance on third party vendors and suppliers;
o extensive competition we expect to face in each of our markets;
o dependence on sophisticated information and processing systems;
o ability to manage growth;
o ability to access markets and obtain any required governmental
authorizations, franchises and permits, in a timely manner, at
reasonable costs and on satisfactory terms and conditions;
o ability to attract customers away from their existing
telecommunications providers;
o technological change; and
o changes in, or the failure to comply with, existing government
regulations.
All forward-looking statements speak only as of the date of this Quarterly
Report. We do not undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking statements made in
this Quarterly Report are reasonable, we can give no assurance that such plans,
intentions or expectations will be achieved. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such
forward-looking statements.
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. During the quarter
ended March 31, 2001, the Company sold 86,624 shares of its
common stock at the price of $3.25 per share.
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Gross offerings proceeds were $281,529. The net proceeds are being used by the
company as general working capital.
Substantially all of the purchasers of the shares sold in the private
placement described in this Item 2 were accredited investors as that term is
defined in Regulation D promulgated by the Securities and Exchange Commission.
Both of the private placements described in this Item are believed to be exempt
from registration under Rule 506 of Regulation D as securities sold in a
non-public offering.
Item 3. Defaults by the Company on its Senior Securities. None.
Item 4. Submission of Matters to Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6(a). Exhibits. None.
Item 6(b). Reports on Form 8-K: On April 13, 2001, The Company filed an
8-K announcing the acquisition of selected assets from EqualNet Communications
Corp. and d-Tel Network, LLC.
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 11, 2001 CCC GLOBALCOM CORPORATION
By /s/ ZIAD A. HAKIM
_________________________________
Ziad A. Hakim
CEO/Principal Executive Officer
By /s/ GARY A. ALLCORN
_________________________________
Gary A. Allcorn
CFO/Principal Financial Officer
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