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

                     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 June 30, 2003

                                       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 August 15, 2003, 32,213,918 shares of $.001
par value Common Stock.


<PAGE>
================================================================================
                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                            CCC GLOBALCOM CORPORATION


                       For the Quarter ended June 30, 2003


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


                         PART I - FINANCIAL INFORMATION
                         ------------------------------
<TABLE>
<CAPTION>

                                                                                                       Page of
                                                                                                      Form 10-QSB
                                                                                                      -----------
<S>          <C>                                                                                             <C>

Item 1.      Financial Statements:

             Consolidated Balance Sheet - June 30, 2003 and December 31, 2002                                 3

             Consolidated Statement of Operations - for the three
               and six months ended June 30, 2003 and June 30, 2002                                           4

             Consolidated Statement of Cash Flows - for the
               six months ended June 30, 2003 and June 30, 2002                                               5

             Notes to Consolidated Financial Statements                                                       6

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations           13

Item 3.      Controls and Procedures                                                                         25


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

Item 1.      Legal Proceedings                                                                               26

Item 2.      Changes in the Securities                                                                       26

Item 3.      Defaults Upon Senior Securities                                                                 26

Item 4.      Submission of Matters to Vote of Security Holders                                               26

Item 5.      Other Information                                                                               27

Item 6(a).   Exhibits                                                                                        27

Item 6(b).   Reports on Form 8-K                                                                             27

             Signatures                                                                                      27

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                 CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                                                 Consolidated Balance Sheet

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

                                                                              June 30,       December 31,
        Assets                                                                  2003             2002
        ------                                                            ---------------------------------
<S>                                                                       <C>                 <C>
Current assets:
  Cash and cash equivalents                                               $        185,471   $     212,730
  Restricted cash                                                                  335,971         389,138
  Accounts receivable, net of allowance for doubtful
    accounts of $1,897,253 and $1,639,821 respectively                           2,086,728       3,008,240
  Inventory                                                                        109,368               -
  Prepaid expense and other current assets                                         317,657         134,525
                                                                          ---------------------------------

        Total current assets                                                     3,035,195       3,744,633

Property and equipment, net                                                      1,556,801       2,293,825
Intangibles, net                                                                   694,857       1,042,624
Other assets                                                                       204,089         214,089
                                                                          ---------------------------------

        Total assets                                                      $      5,490,942   $   7,295,171
                                                                          ---------------------------------

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

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

Current liabilities:
  Note payable                                                            $      2,811,212   $   2,762,609
  Accounts payable                                                              16,170,586      14,430,550
  Accrued expenses                                                               2,085,666       2,127,858
  Excise taxes payable                                                           3,342,507       2,457,696
  Accrued compensation and other                                                   275,451         395,684
  Current portion of long-term debt, net of discount
   of $712,250 and $777,000 respectively                                        14,461,857      14,684,318
  Deferred revenue                                                                 258,323         183,843
                                                                          ---------------------------------

        Total current liabilities                                               39,405,602      37,042,558

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

        Total liabilities                                                       39,955,048      37,592,004
                                                                          ---------------------------------

Commitments and contingencies                                                            -               -

Stockholders' deficit:
  Common stock, $.001 par value, authorized 100,000,000 shares;
   issued and outstanding 32,213,918 and 37,213,918 respecitvely                    32,214          37,214
  Additional paid-in capital                                                    10,740,325      10,684,656
 Accumulated deficit                                                           (45,236,645)    (41,018,703)
                                                                          ---------------------------------

        Total stockholders' deficit                                            (34,464,106)    (30,296,833)
                                                                          ---------------------------------

                                                                          $      5,490,942   $   7,295,171
                                                                          ---------------------------------

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

<PAGE>
<TABLE>
<CAPTION>
                                                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                                            Consolidated Statement of Operations

                                                               Three and Six Months Ended June 30, 2003 and 2002
----------------------------------------------------------------------------------------------------------------

                                                    Three Months Ended                 Six Months Ended
                                                         June 30,                          June 30,
                                            --------------------------------------------------------------------
                                                   2003              2002            2003              2002
                                            --------------------------------------------------------------------
 <S>                                        <C>               <C>               <C>              <C>
Net sales                                   $     4,039,109   $     7,309,824   $    9,262,130   $   14,370,941

Expenses:
  Cost of services                               (2,854,754)       (5,246,683)      (6,690,467)     (11,137,936)
  Selling, general and
     administrative expenses                     (2,155,994)       (5,276,909)      (4,726,172)     (10,473,263)
  Depreciation and
     amortization expense                          (709,928)         (957,013)      (1,493,914)      (1,972,824)
                                            --------------------------------------------------------------------

        Loss from operations                     (1,681,567)       (4,170,781)      (3,648,423)      (9,213,082)
                                            --------------------------------------------------------------------

Other income (expense):
  Interest income                                        43             7,154               85           11,705
  Interest expense                                 (424,356)         (333,594)        (701,987)        (678,079)
  Other, net                                              -           (45,367)         183,052          (63,597)
                                            --------------------------------------------------------------------

                                                   (424,313)         (371,807)        (518,850)        (729,971)
                                            --------------------------------------------------------------------

Loss before income taxes                         (2,105,880)       (4,542,588)      (4,167,273)      (9,943,053)

Income taxes                                              -                 -                -          (10,605)
                                            --------------------------------------------------------------------

Net loss                                         (2,105,880)       (4,542,588)      (4,167,273)      (9,953,658)

Preferential dividend                                     -                 -          (50,669)               -
                                            --------------------------------------------------------------------

Net loss applicable to
     common shareholders                    $    (2,105,880)  $    (4,542,588)  $   (4,217,942)  $   (9,953,658)
                                            --------------------------------------------------------------------

Net loss per share - basic and diluted      $         (0.07)  $         (0.13)  $        (0.13)  $        (0.28)
                                            --------------------------------------------------------------------

Weighted average shares -
     basic and diluted                           32,214,000        35,852,000       32,992,000       35,452,000
                                            --------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                   4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                   CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                                         Consolidated Statement of Cash Flows

                                                                                    Six Months Ended June 30,
-------------------------------------------------------------------------------------------------------------


                                                                              2003                2002
                                                                        -------------------------------------
<S>                                                                     <C>                <C>
Cash flows from operating activities:
  Net loss                                                              $    (4,167,273)   $      (9,953,658)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation and amortization                                            1,493,914            1,972,824
     Bad debt expense                                                           173,854              805,167
     Stock issued for services                                                        -              300,000
     Interest and fees added to line of credit                                        -              600,826
     Amortization of warrant costs                                              103,600                    -
     Gain from disposal of subsidiary                                          (183,052)                   -
     (Increase) decrease in:
       Restricted cash                                                           53,167              (90,040)
       Accounts receivable                                                      747,658              109,900
       Prepaid expenses                                                        (170,080)             340,969
       Inventory                                                                (94,903)                   -
       Other assets                                                              10,000             (159,576)
     Increase (decrease) in:
       Accounts payable                                                       1,740,036            6,586,110
       Accrued compensation and other                                          (120,233)             (60,252)
       Excise taxes payable                                                     884,811            1,372,221
       Accrued expenses                                                         (42,192)              21,511
       Deferred revenue                                                          74,480              170,762
                                                                        -------------------------------------

                Net cash provided by operating activities                       503,787            2,016,764
                                                                        -------------------------------------

Cash flows from investing activities:
  Proceeds from sale of subsidiary                                              170,000                    -
  Purchase of property and equipment                                            (23,588)            (122,112)
  Net cash paid in acquisition                                                 (140,000)                   -
                                                                        -------------------------------------

                Net cash provided by (used in) investing activities               6,412             (122,112)
                                                                        -------------------------------------

Cash flows from financing activities:
  Payments on long-term debt                                                   (326,061)            (144,352)
  Net decrease on line of credit                                               (211,397)          (1,674,810)
                                                                        -------------------------------------

                Net cash used in financing activities                          (537,458)          (1,819,162)
                                                                        -------------------------------------

                Net change in cash                                              (27,259)              75,490

Cash and cash equivalents at beginning of period                                212,730              742,761
                                                                        -------------------------------------

Cash and cash equivalents at end of period                              $       185,471    $         818,251
                                                                        -------------------------------------


Supplemental disclosure of cash flow information:
  Cash paid during the period for:
  Interest                                                              $       245,096    $          43,300
                                                                        -------------------------------------

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



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

<PAGE>


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements

                               Three and Six Months Ended June 30, 2003 and 2002
--------------------------------------------------------------------------------


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

2.   Principles of      The  consolidated   financial   statements  include  the
     Consolidation      accounts   of  the   Company   and  its   wholly   owned
                        subsidiaries,  Ciera Network Systems, Inc, and Equalnet,
                        Inc.   All   significnat   intercompany   balances   and
                        transactions have been elimiated in consolidation.

3.   Basis of           The  accompanying   unaudited   consolidated   financial
     Presentation       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-QSB and
                        Item 310 of  Regulation  S-B.  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,
                        2002.  The unaudited  financial  statements  include all
                        adjustments (consisting of normal recurring items) which
                        are, in the opinion of  management,  necessary to fairly
                        present the  financial  position as of June 30, 2003 and
                        the results of operations for the periods ended June 30,
                        2003 and 2002.  Operating  results for the three and six
                        months   ended  June  30,   2003  are  not   necessarily
                        indicative  of the results  that may be expected for the
                        year ending December 31, 2003.


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

4.   Stock-Based        The Company accounts for stock-based  compensation under
     Compensation       the  recognition  and  measurement   principles  of  APB
                        Opinion  No.  25,   Accounting   for  Stock   Issued  to
                        Employees, and related interpretations.  The Company has
                        adopted  SFAS  No.  123,   "Accounting  for  Stock-Based
                        Compensation". In accordance with the provisions of SFAS
                        123,  the  Company  has  elected  to  continue  to apply
                        Accounting  Principles Board Opinion No. 25, "Accounting
                        for Stock Issued to  Employees"  ("APB Opinion No. 25"),
                        and related  interpretations in accounting for its stock
                        option plans.  In accordance with APB Opinion No. 25, no
                        compensation  cost has been  recognized for these plans.
                        Had  compensation  cost for these plans been  determined
                        based upon the fair  value at the grant date  consistent
                        with the methodology  prescribed under SFAS No. 123, the
                        Company's  net  earnings  would have been changed by the
                        following:

<TABLE>
<CAPTION>
                                 Three Months Ended              Six Months Ended
                                      June 30,                       June 30,
                           -----------------------------   -----------------------------
                                2003           2002             2003           2002
                           -----------------------------   -----------------------------
 <S>                        <C>            <C>               <C>           <C>
 Net loss, as reported      $  (2,106,000) $  (4,543,000)    $(4,218,000)  $  (9,954,000)

 Add:   Stock-based
 employee compensation
 expense included in
 reported net income, net
 of related tax effects                 -              -               -               -

 Deduct:  Total
 stock-based employee
 compensation expense
 determined under fair
 value based method for
  all awards, net of
 related tax effects             (286,000)      (286,000)       (286,000)       (286,000)
                           -----------------------------   -----------------------------

 Pro forma net loss        $   (2,392,000) $  (4,829,000)  $  (4,504,000)  $ (10,240,000)
                           ------------------------------- -----------------------------

 Earnings per share-

    Basis - as reported    $        (0.07) $       (0.13)  $       (0.13)  $       (0.28)
                           ------------------------------- -----------------------------

    Basis - pro forma      $        (0.08) $       (0.14)  $       (0.14)  $       (0.29)
                           ------------------------------- -----------------------------
</TABLE>

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


5.   Loss per           The  computation  of basic  earnings  (loss)  per common
     Common             share is based on the weighted  average number of shares
     Share              outstanding  during each  quarter.  The  computation  of
                        diluted  earnings  per  common  share  is  based  on the
                        weighted average number of shares outstanding during the
                        year, plus the common stock equivalents that would arise
                        from  the   exercise  of  stock   options  and  warrants
                        outstanding,  using the  treasury  stock  method and the
                        average market price per share during the year.  Options
                        to purchase  822,000 and 915,000  shares of common stock
                        at a range of $1.00 to $3.75 per share were  outstanding
                        at June 30,  2003 and  2002  respectively,  but were not
                        included  in the  diluted  loss  per  share  calculation
                        because the effects would have been anti-dilutive.

6.   Commitments        The  Company is in default on  substantially  all of its
     and                notes payable which are secured by substantially  all of
     Contingencies      the assets of the Company.

                        In  March  2003,  the  Company  entered  into a  carrier
                        agreement with a local service reseller.  If the Company
                        is unable to pay for the  services as they are due,  the
                        carrier  has the right to take over the  customer  base.
                        Subsequent to the end of the quarter, this customer base
                        was repossessed by Textron  Financial due to defaults by
                        the Company on its debt with Textron Financial.


7.   Return of          During  the six  months  ended  June 30,  2003,  a major
     Shares and         shareholder of the Company returned  5,000,000 shares of
     Preferential       the Company's common stock to the Company.
     Dividend
                        The  major   shareholder  also  agreed  to  give  up  to
                        3,000,000  shares  of  the  Company's  common  stock  to
                        another  significant  shareholder as  reimbursement  for
                        shares  given  to  certain  other  shareholders  who had
                        purchased  shares  of  the  Company's  common  stock  in
                        previous  periods.  As of June 30,  2003,  approximately
                        2,413,000 shares had been  distributed.  The transaction
                        was treated as a preferential dividend.


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

8.   Supplemental       During the six months ended June 30, 2003, the Company:
     Disclosure of
     Cash Flow          o   Had 5,000,000  shares of the Company's  common stock
     Information            returned by a major Information  shareholder causing
                            an  increase  in  additional  paid-in-capital  and a
                            decrease in common stock of $5,000.
                        o   Recorded a  preferential  dividend of $50,669 caused
                            by a major  shareholder  giving  shares  of stock to
                            other  shareholders.  The shares  were valued at the
                            fair market price on the date of the agreement.
                        o   The  Company  sold it's  interest  in  GlobalTel  in
                            exchange for cash of $170,000 and a note  receivable
                            of $20,000  included on the Company's  balance sheet
                            under the caption other assets.
                        o   Acquired certain assets of Tele-Direct as follows:

                          Customer base                          $   374,835
                          Furniture and equipment                     10,700
                          Inventory                                   14,465
                          Advance from line of credit               (260,000)
                                                                 -----------

                          Net cash paid in acquisition           $   140,000

                        During the six months ended June 30, 2002, the Company:

                        o   Satisfied a payable with common stock for $394,496.
                        o   Issued common stock to an employee for  compensation
                            totaling $300,000.
                        o   Issued   common  stock  in  exchange  for  equipment
                            totaling $162,500.
                        o   Purchased  software financed with a $441,119 capital
                            lease.
                        o   Textron  Financial  Corp.  exercised  a warrant  and
                            received  125,000  shares  of  Company  stock  for a
                            $500,000 reduction in the line of credit.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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



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

                        Revenues for prepaid  cellular  cards are  recognized at
                        the time of the sale of the card  since the  Company  is
                        acting as a pass-through  agent for the cellular carrier
                        and has no further obligation after the sale is made. At
                        the time of the sale of the prepaid  cellular  card, the
                        Company has provided its  service,  a binding  agreement
                        has  been   enterded   into,   a  price  is  fixed   and
                        determinable and collection is reasonable assured

10.  Going              The accompanying  consolidated financial statements have
     Concern            been  prepared  assuming the Company will  continue as a
                        going  concern.   However,   the  Company  has  incurred
                        significant  recurring net losses, has a working capital
                        deficit,   and  has  a  stockholders'   deficit.   These
                        conditions raise  substantial  doubt about the Company's
                        ability to continue as a going  concern.  Management  is
                        working to raise capital through a private  placement to
                        fund operations  until the Company can achieve  positive
                        cash flows from operations.

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

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

11.  Subsequent         On July 3, 2003,  the Company  entered into an agreement
     Events             with Mr. Hakim, the former chairman of the board and CEO
                        of the  Company,  to return  6,939,428  shares of common
                        stock to the Company. In the agreement,  the two parties
                        also  agreed  to  terminate   Mr.   Hakim's   employment
                        agreement  and for Mr. Hakim to resign as an officer and
                        director of the Company.

                        On August 15, 2003,  in  connection  with the  voluntary
                        surrender of collateral  securing Ciera Network Systems,
                        Inc. and CCC GlobalCom  Corporation's  obligations under
                        the Loan Agreement and Textron  Financial  Corporation's
                        proposed  foreclosure  upon such  collateral by a public
                        disposition of collateral  under the Uniform  Commercial
                        Code,  the Company (Ciera and CCC GlobalCom) and Textron
                        Financial  Corporation  agreed  to  adjust  all  claims,
                        disputes and causes for action which had arisen or could
                        have arisen as to the Loan Documents and events prior to
                        the  execution  of  this  Mutual  Limited  Release.  The
                        Company is still liable for $260,000  payable to Textron
                        Financial  Corporation  related  to the  acquisition  of
                        certain assets of Tele-Direct Inc.

12.  Recent             In April 2003, the FASB issued SFAS No. 149,  "Amendment
     Accounting         of Statement 133 on Derivative  Instruments  and Hedging
     Pronounce-         Activities."  SFAS 149 provides  for certain  changes in
     ments              the accounting treatment of derivative  contracts.  SFAS
                        No.  149 is  effective  for  contracts  entered  into or
                        modified  after  June  30,  2003,   except  for  certain
                        provisions  that  relate to SFAS No. 133  Implementation
                        Issues that have been effective for fiscal quarters that
                        began prior to June 15, 2003,  which should  continue to
                        be applied in accordance with their respective effective
                        dates.  The  guidance  should be applied  prospectively.
                        Management anticipates that the adoption of SFAS No. 149
                        will  not  have  a  material  impact  on  the  Company's
                        consolidated financial statements.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


12.  Recent             In May 2003,  the FASB issued  SFAS No. 150,  Accounting
     Accounting         for Certain Financial  Instruments with  Characteristics
     Pronounce-         of both  Liabilities  and  Equity.  This  new  statement
     ments              changes the accounting for certain financial instruments
     Continued          that, under previous guidance, issuers could account for
                        as equity. It requires that those Continued  instruments
                        be classified as liabilities in balance sheets.  Most of
                        the guidance in SFAS 150 is effective  for all financial
                        instruments entered into or modified after May 31, 2003,
                        and  otherwise  is  effective  at the  beginning  of the
                        Company's  third  quarter  of  fiscal  2003.  Management
                        anticipates  that the  adoption of SFAS No. 150 will not
                        have a  material  impact on the  Company's  consolidated
                        financial statements.


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


ITEM 2.  MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS

General

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

         The  telecommunications  industry  has  experienced  a  great  deal  of
instability during the past several years.  During the 1990s,  forecasts of very
high levels of future demand  brought a  significant  number of new entrants and
new capital  investments  into the industry.  However,  those forecasts have not
materialized,   many  industry   participants  have  gone  through   bankruptcy,
telecommunications  capacity now far exceeds actual demand and, as a result, the
marketplace is characterized by fierce price competition as traditional and next
generation  carriers and Integrated  Communications  Providers compete to secure
market  share.  Resulting  lower  prices have eroded  margins and have kept many
industry  participants,  including the Company,  from attaining ongoing positive
cash flow from operations.  Many industry  participants and their customers have
gone  and  are  undergoing  reorganizations  through  bankruptcy,  contemplating
bankruptcy, or experiencing significant operating losses while consuming much of
their  remaining  liquidity.  We do not know if and when  the  current  state of
aggressive pricing will end.

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

Textron Loan Matters

         We have conducted operations  primarily through our subsidiaries.  Most
of our operations  have been  conducted  through our  subsidiary,  Ciera Network
Systems, Inc. ("Ciera"). On December 31, 2002, we signed an Amended and Restated
Loan  Agreement   ("Loan   Agreement")   with  Textron   Financial   Corporation
("Textron"),  as successor to RFC  Financial  Corporation,  that  provided for a
revolving line of credit.

         Under the Loan Agreement,  Textron has a security  interest in and lien
on Ciera Network Systems, Inc. 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 Agreement the principal  amount of the revolving line of
credit was not to exceed the lesser of (a) $6,000,000  and (b) the  Availability
Formula.  We  borrowed  in  excess  of  the  full  amount  available  under  the
Availability  Formula. In addition, we were able to refinance $14,000,000 of the
line of credit to term notes. The notes have a number of loan covenants,  one of
which  requires  the  Company to pay all  required  federal and state taxes in a
timely  manner.  We are  delinquent  in the payment of federal and state  excise
taxes.

         At  June  30,  2003,  Ciera  owed  $16,098,962,  to  Textron  Financial
Corporation  pursuant  to an Amended  and  Restated  Loan  Agreement  (the "Loan
Agreement").

                                       13
<PAGE>

         On July 2, 2003,  we received a notice of an Event to Default under the
Loan  Agreement from Textron.  Textron  demanded that Ciera  immediately  pay or
cause to be paid to Textron the sum of  $1,214,222,  which was the amount of the
outstanding  over  advance per the Loan  Agreement  as of July 2, 2003.  Neither
Ciera nor CCC GlobalCom has the financial  ability to pay or cause to be paid to
Textron the amount demanded.

         On  August  5,  2003,  Textron  Financial  Corporation  sent  notice in
accordance  with  provisions of Section 9-610 et seq. of the Uniform  Commercial
Code  as in  effect  in the  State  of  Texas  to  certain  vendors  and  taxing
authorities of its intent to conduct a public foreclosure sale of its Collateral
under the Loan Agreement on August 18, 2003. Upon completion of this foreclosure
sale, Ciera would have no operating assets.  Ciera has vendor  liabilities,  tax
liabilities and other liabilities of approximately $22,800,000 at June 30, 2003,
exclusive  of the  $16,098,962  amount  owed to  Textron.  Ciera  does  not have
existing  liquidity  sufficient  to satisfy  all  amounts  owed.  The Company is
considering its options,  including seeking protection under the U.S. Bankruptcy
Code.

         In lieu of going through the  foreclosure  proceeding,  we  voluntarily
surrendered  all  of  the  collateral   securing  Ciera's  and  CCC  GlobalCom's
obligations  under the Loan  Agreement.  In  consideration  for our  voluntarily
agreeing to surrender the assets of Ciera to Textron in lieu of the foreclosure,
Textron  agreed to adjust all  claims,  disputes  and causes for action that had
arisen or could have  arisen as to the Loan  Documents  and events  prior to the
execution of this Mutual  Limited  Release.  According,  subsequent  to June 30,
2003,  our  assets  were  reduced  by the  amount of  approximately  $4,026,000,
representing  the  transfer  of all of  Ciera's  assets to  Textron in lieu of a
foreclosure,  and our  liabilities  were  reduced by  approximately  $15,800,000
representing the amount we owed Textron under the Loan Agreement.

         We are still  liable for  $260,000  payable  to Textron  related to the
acquisition of certain assets of Tele-Direct  Inc.,  which is further  described
below.

Restructuring

         Since December 31, 2002, we have taken significant  restructuring steps
to reduce our expenses,  eliminate debt and  restructure  our size applicable to
our  remaining  business.  Since  December 31,  2002,  the Company and its Ciera
subsidiary  have reduced the number of employees by 92% to seven  employees.  We
have closed the Chairman's  office at 16350 Park Ten Place,  Houston,  Texas and
are in negotiation  with our landlord to  significantly  reduce our office space
and  rent at 1250  Wood  Branch  Park  Drive,  Houston,  Texas.  However,  these
restructuring steps do not ensure that we will continue as a going concern.

Current Business Plan

         We  have   determined   that  our  best   chance   of   success   as  a
telecommunications  company at the current  time is to engage in the business of
selling debit cards and prepaid cellular cards. On May 30, 2003, our,  EqualNet,
Inc.  subsidiary acquired certain assets of Tele-Direct,  Inc.  (Tele-Direct) an
affiliate of Telefyne,  Inc. The assets purchased included various fixed assets,
inventory,  contracts,  and other  tangible  and  intangible  assets  related to
Tele-Direct's business of reselling common carrier telecommunications, including
both domestic and  international  services and cellular  services.  The purchase
price of $400,000 was paid with  available  cash of $140,000  and proceeds  from
Textron Financial Corporation of $260,000. The Company will also pay to Telefyne
a percentage of a certain customer's collected revenues for a specific period of
time.  We  currently  estimates  this  contingent   liability  at  approximately
$200,000. As a result of the Tele-Direct acquisition,  we have entered the debit
card and prepaid  cellular  card business  with a  distribution  channel of over
2,500 convenience stores throughout the U.S. We will provide a sales channel for
the  debit and  prepaid  cellular  cards.  We will  purchase  telecommunications
services  from  Telefyne,  Inc.  including i) network  services,  ii)  switching
services,  iii) use of software  required to make,  track, and manage calls, iv)
Point of Sale (POS)  equipment and  software,  and v) provision of technical and
management  personnel  to ensure  that calls are  carried  and  terminated  with
quality  of no less  than  industry  standards.  We  gained  eighteen  sales and
administrative personnel with the purchase of Telefyne assets.

         Inasmuch as we have essentially  terminated Ciera's operations pursuant
to the transfer of Ciera's assets to Textron,  we currently  intend to focus our
efforts on the  business  which we have entered as the result of our purchase of
certain assets of Tele-Direct.

                                       14
<PAGE>

         We  are  in an  extremely  difficult  financial  position.  We are in a
turn-around  and  workout  mode at this time.  We intend to  continue  to reduce
operating expenses while attempting to generate revenues from the debit card and
prepaid cellular card business.  We intend to attempt to get to a breakeven cash
flow position through the significant overhead cost reductions and the cash flow
being generated from the new prepaid calling and prepaid cellular card business.
We will attempt to raise additional capital through equity or debt placements to
expand its businesses in the future.  There can be no assurance that  additional
financing  would be available to us or, if available,  that it could be obtained
on acceptable terms.

Management Changes

         During the quarter ended June 30, 2003,  Doug Morris and Garry Bolinder
were  elected to serve as  Directors  of the Company to fill  vacant  Directors'
positions. In addition, during the quarter ended June 30, 2003, Z. A. Hakim, Ray
Klentzman and Dr.  Charles Wisdom  resigned their  positions as Directors of the
Company.  Subsequent to the end of the quarter,  Gilbert  Gertner and James Rash
also resigned  their  positions as Directors of the Company.  In addition,  Z.A.
Hakim resigned as an officer of the Company.  The Company and Mr. Hakim mutually
agreed to terminate Mr. Hakim's employment agreement dated February 16, 2001.

Other Matters

         During  the  six  months  ended  June  30,  2003,   one  of  our  major
shareholders  returned  to us for  cancellation  5,000,000  of his shares of our
common stock. This shareholder also agreed to give up to an additional 3,000,000
of his  shares  of our  common  stock  to  another  significant  shareholder  as
reimbursement  of shares given to certain other  shareholders  who had purchased
shares of the Company's common stock in previous  periods.  As of June 30, 2003,
approximately 2,413,000 shares had been distributed. The transaction was treated
as a preferential dividend.

         We has  received  disconnection  notices  for  past due  balances  from
significant  carriers.  It is our belief that certain amounts  included in these
past due balances are in error and are being  disputed.  As of June 30, 2003, we
had disputed  approximately  $1,338,000  of charges with various  carriers.  The
consolidated  financial  statements  do not  reflect any  adjustments  to reduce
liabilities for the impact of the unresolved  claims.  However,  there can be no
assurance that we can successfully dispute the balances identified as in error.

         On March 10, 2003,  SBC sent a letter  notifying us that we had fifteen
calendar days to pay all past due balances owed to SBC. SBC stated in the letter
that they reserved the right to disconnect Ciera Network Systems, Inc.'s service
on all of its Missouri, Texas, Kansas, and Oklahoma UNE and resale accounts. The
Company contracted with a third party vendor to continue servicing  customers in
Texas. Ciera Network Systems, Inc.'s service for customers in Missouri,  Kansas,
and  Oklahoma  has been  disconnected  by SBC.  The  Company  estimates  monthly
revenues lost with this disconnection of services at $250,000.

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

         During the six months ended June 30, 2003, the Company paid  consulting
fees and expenses to a board member totaling $74,905.

 Going Concern

         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 June 30, 2003.  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.

                                       15
<PAGE>

Our History of Operating Losses and Deficiencies in Cash Flows

         We have incurred  operating  losses and  deficiencies in operating cash
flows in each year since our inception and expect our losses to continue through
December  31, 2003.  Our  operating  losses were  $15,831,916,  $17,881,001  and
$1,816,901 for the years ended December 31, 2002,  2001 and 2000,  respectively.
We had an  operating  loss of  $3,648,423  for the six  months  ended 2003 and a
working capital deficit of $36,370,407 at June 30, 2003.

Results of Operations

Three Months Ended June 30, 2003 Compared To June 30, 2002

         NET SALES.  Revenues  primarily  consist of billings for  long-distance
telephone services, local telephone services, private line circuits, prepaid and
postpaid calling cards,  debit cards,  and prepaid cellular cards.  Revenues for
the three months ended June 30, 2003 and 2002,  were  $4,039,109 and $7,309,824,
respectively.  Revenues  declined  for the three  months  ended  June 30,  2003,
compared to the same period 2002,  because of the  disconnection  of services by
certain  carriers  during the fourth  quarter  2002 and first  quarter  2003 and
because of a decline in customer base.  Usage-based  revenues are  approximately
64% of total revenue and monthly  recurring  revenues are  approximately  36% of
total  revenue for the three months ended June 30, 2003.  Revenues for the three
months  ended  June 30,  2003,  included  $477,088  from the  Tele-Direct  asset
acquisition.

         COST OF SERVICES.  Cost of services includes direct costs for telephone
services.  Cost of services for telephone  services include the cost of services
provided by other carriers,  network costs, and miscellaneous  costs incurred to
provide service.  Cost of services for the three months ended June 30, 2003 were
$2,854,754 compared to $5,246,683 for the three months ended June 30, 2002. Cost
of services for the three months  ended June 30,  2003,  includes  approximately
$2,763,700  of direct  carrier  costs.  Cost of services  declined for the three
months ended June 30, 2003, because of the reduction in associated  revenues and
improved cost management that includes  disputing  incorrect carrier charges and
directing  voice traffic to the least cost provider.  Gross margin for the three
months ended June 30, 2003 and 2002 was approximately 29% and 28%, respectively.
Gross margin improved  because of improved cost management,  billing  processes,
and margin derived from Tele-Direct asset acquisition.

         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 salaries of the personnel to support our
operations.  SG&A  expenses  for  quarters  ended June 30,  2003 and 2002,  were
$2,155,994 and $5,276,909,  respectively.  The reduction in SG&A expense for the
three months  ended June 30,  2003,  compared to the three months ended June 30,
2002, was primarily because of the reduction in number of employees, the closing
of  facilities  in  Missouri  and  California  as  previously  reported  and the
reduction of integration  costs incurred during the first quarter 2002. SG&A for
the three months  ended June 30, 2003,  includes:  approximately  $1,136,000  of
payroll  and  employee  benefit  related  expenses;  approximately  $164,000  in
facilities  expense;  and  approximately   $353,000  in  professional  fees  and
expenses. SG&A for the three months ended June 30, 2002 includes:  approximately
$2,785,000 of payroll  related  expenses;  approximately  $488,000 of facilities
expenses; and approximately $755,000 in professional fees.

         DEPRECIATION  AND AMORTIZATION  EXPENSE:  Depreciation and amortization
expense  for the  quarters  ended  June 30,  2003 and 2002,  were  $709,928  and
$957,013,  respectively.  The decrease in depreciation expense is because of the
one-time  noncash write off of  approximately  $2,312,000 for the abandonment of
leasehold  improvements  related to the  closing  of  facilities  in  California
recorded during the third quarter 2002.

         OTHER  INCOME  (EXPENSE).  For the three months ended June 30, 2003 and
2002,  other  expense was $424,313  and  $371,807,  respectively.  For the three
months ended June 30, 2003, other expense consists of approximately  $424,000 of
interest expense compared with approximately $334,000 for the three months ended
June 30, 2002.

                                       16
<PAGE>

Six Months Ended June 30, 2003 Compared To June 30, 2002

         NET SALES.  Revenues  primarily  consist of billings for  long-distance
telephone services, local telephone services, private line circuits, prepaid and
postpaid calling cards,  debit cards,  and prepaid cellular cards.  Revenues for
the six months ended June 30, 2003 and 2002,  were  $9,262,130 and  $14,370,941,
respectively. Revenues declined for the six months ended June 30, 2003, compared
to the same period  2002,  because of the  disconnection  of services by certain
carriers  during the fourth quarter 2002 and first quarter 2003 and because of a
decline in customer base.  Usage-based  revenues are  approximately 63% of total
revenue and monthly  recurring  revenues are  approximately 37% of total revenue
for the six months ended June 30,  2003.  Revenues for the six months ended June
30, 2003, included $477,088 from the Tele-Direct asset acquisition.

         COST OF SERVICES.  Cost of services includes direct costs for telephone
services.  Cost of services for telephone  services include the cost of services
provided by other carriers,  network costs, and miscellaneous  costs incurred to
provide  service.  Cost of services  for the six months ended June 30, 2003 were
$6,690,467  compared to $11,137,936 for the six months ended June 30, 2002. Cost
of  services  for the six months  ended June 30,  2003,  includes  approximately
$6,494,204 of direct carrier costs. Cost of services declined for the six months
ended June 30,  2003,  because  of the  reduction  in  associated  revenues  and
improved cost management that includes  disputing  incorrect carrier charges and
directing  voice  traffic to the least cost  provider.  Gross margin for the six
months ended June 30, 2003 and 2002 was approximately 28% and 23%, respectively.
Gross margin improved  because of improved cost management,  billing  processes,
and margin derived from Tele-Direct asset acquisition.

         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 salaries of the personnel to support our
operations.  SG&A  expenses  for six months  ended June 30, 2003 and 2002,  were
$4,726,172 and $10,473,263,  respectively. The reduction in SG&A expense for the
six months ended June 30, 2003,  compared to the six months ended June 30, 2002,
was primarily  because of the  reduction in number of employees,  the closing of
facilities in Missouri and  California as previously  reported and the reduction
of integration  costs incurred  during the first quarter 2002.  SG&A for the six
months ended June 30, 2003,  includes:  approximately  $2,421,000 of payroll and
employee benefit related expenses; approximately $337,000 in facilities expense;
and approximately $807,000 in professional fees and expenses compared to the six
months  ended  June  30,  2002:  approximately  $5,349,000  of  payroll  related
expenses;  approximately  $781,000 of  facilities  expenses;  and  approximately
$1,560,000 in professional fees.

         DEPRECIATION  AND AMORTIZATION  EXPENSE.  Depreciation and amortization
expense for the six months  ended June 30, 2003 and 2002,  were  $1,493,914  and
$1,972,824, respectively. The decrease in depreciation expense is because of the
one-time  noncash write off of  approximately  $2,312,000 for the abandonment of
leasehold  improvements  related to the  closing  of  facilities  in  California
recorded during the third quarter 2002.

         OTHER  INCOME  (EXPENSE).  For the six months  ended June 30,  2003 and
2002, other expense was $518,850 and $729,971,  respectively. For the six months
ended June 30,  2003,  other  expense  consists  of  approximately  $702,000  of
interest  expense offset with a gain on the sale of our interest in GlobalTel of
approximately  $183,000.  For the six months ended June 30, 2002,  other expense
includes approximately $678,000 of interest expense.

Liquidity and Capital Resources

         During the six months ended June 30, 2003,  we generated  positive cash
flow from operations of approximately  $504,000. The amount of cash generated is
a result of the net loss incurred during the period offset by the timing of cash
receipts  from our customers and the extension of monies owed to our vendors and
excise taxes payable. We have historically operated with negative cash flows and
have  funded  those  losses and  deficits  through  the  issuance  of debt,  the
completion of private equity placements, and delaying payments to vendors.

         During  the six  months  ended  June 30,  2003,  the  Company  acquired
approximately  $24,000 in equipment that was not financed  through capital lease
or  financing  arrangements.  Additional  cash  outflows  included  payments  of
approximately  $326,000 towards our capital lease  obligations and notes payable
and $140,000 cash paid in the Tele-Direct  asset purchase.  In addition,  we had
cash  outflows of  approximately  $211,000  that reduced our line of credit with
Textron Financial Corporation. Textron Financial Corporation in March 2002, also
exercised  common  stock  warrants  reducing  our line of credit  an  additional
$500,000.

                                       17
<PAGE>

         Altogether,  our net  operating,  investing  and  financing  activities
during the year used approximately  $27,000 in cash. Our working capital deficit
at June 30, 2003 was approximately  $36,370,000.  This represents an increase of
approximately  $3,072,000  from the working  capital  deficit of  $33,298,000 at
December 31, 2002.

         Our current  liabilities  include a total of approximately  $11,676,000
owed to various carriers,  most of which is significantly  past credit terms. We
have disputed  approximately  $1,338,000 of charges with various  carriers.  The
consolidated  financial  statements  do not  reflect any  adjustments  to reduce
liabilities  for the impact of  unresolved  claims.  In  addition,  our  current
liabilities  include  approximately  $4,494,000 of amounts owed to various other
trade  vendors,  some of which are also past credit  terms.  We currently do not
have sufficient cash to bring our vendors back to current terms.

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

         Since we have produced losses from  operations  during 2002 and for the
six months  ended June 30,  2003,  we will most likely need to achieve  positive
cash flow in order to obtain any significant amounts of debt funding to meet our
capital expenditure and working capital needs. As such, we will need to complete
additional  private  placements  in order to raise  the funds  needed.  Although
capital markets have been difficult, we have shown an ability to raise funds. In
May  2001,  we  raised,  net of  issuance  costs,  $2,331,706  through a private
placement  memorandum.  Although we have been successful in raising funds in the
past, there are no assurances that we will be able to continue to do so.

Liquidity Assessment

         Subsequent to June 30, 2003,  the Company's  assets were reduced by the
amount of approximately $4,026,000,  representing the transfer of all of Ciera's
assets to Textron in lieu of a foreclosure,  and our liabilities were reduced by
approximately  $15,800,000 ,  representing  the amount we owed Textron under the
Loan Agreement.

         We estimate our capital  expenditures to be approximately  $200,000 for
2003. We will also be required to fund our operating  losses and working capital
and  possible  expenditures  associated  with market  expansions  and  potential
acquisitions  of  businesses  or assets.  We have  negative  working  capital of
approximately $36,400,000.

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

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

Inflation

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

                                       18
<PAGE>

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
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-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.

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

         We Have a History of Operating Losses,  and We May Not Be Profitable in
the Future.  We have incurred  significant  operating and net losses in the past
and expect to continue to incur  losses in the future as we deploy our  network,
expand our service offerings and enter new markets.  For the year ended December
31, 2001, the Company had a net loss of $18,790,367. For the year ended December
31, 2002, CCC GlobalCom had a net loss of $19,710,961.  For the six months ended
June 30, 2003, the Company had a net loss of $4,156,273.  As we consolidate  our
operations, we expect our negative cash flow, operating losses and net losses to
be reduced for the foreseeable  future.  We cannot assure that our revenues will
grow or that we will  achieve  profitability  in the  future.  If we continue to
generate losses without obtaining  additional funding, our ability to pursue our
business strategy may be restricted.

         Limited  Assets and Working  Capital  Deficit.  As of June 30, 2003, we
had, on a consolidated  basis,  total assets of  approximately  $5,691,000 and a
working capital  deficit of  approximately  $36,370,000.  Subsequent to June 30,
2003,  the  Company's  assets  were  reduced  by  the  amount  of  approximately
$4,026,000,  representing  the  transfer of all of Ciera's  assets to Textron in
lieu of a  foreclosure,  and  our  liabilities  were  reduced  by  approximately
$15,800,000  representing  the amount we owed Textron under the Loan  Agreement.
There  can be no  assurance  that  we  will  realize  positive  cash  flow  from
operations in the  foreseeable  future.  With limited assets and working capital
deficit,  we may  continue  to  experience  difficulty  in paying  our  vendors,
lenders,  and taxing  authorities.  The  Company  is  considering  its  options,
including seeking protection under the U.S. Bankruptcy Code.

                                       19
<PAGE>

         Additional  Capital  Required.  Our business plan provides that we will
attempt to complete additional acquisitions. We believe that we will be required
to raise  additional  capital in order to fund our business plan during the next
24  months.  There  can be no  assurance  that  additional  financing  would  be
available to us or, if available, that it could be obtained on acceptable terms.
We have financed our operations almost exclusively  through the private sales of
securities, debt and by delaying payments to vendors. Since we are losing money,
we must raise the money we need to  continue  operations  and expand our network
either by selling  more  securities  or borrowing  money.  If we are not able to
raise  additional  money we will not be able to  implement  our strategy for the
future, and we will either have to scale back our operations or shut down all of
our  operations.  Failure to obtain such financing  could result in the delay or
abandonment  of  some  or  all  of  our  development  and  expansion  plans  and
expenditures and could have a material adverse effect on us.

         Limited  Operating  History.  We have provided  voice and data services
through the use of the networks of other communication  providers.  We have been
operating  in  the   telecommunications   business   through  our   wholly-owned
subsidiary,  Ciera,  for  approximately  three years.  We have  limited  assets,
limited  revenues  and limited  customers.  Our  customer  base and revenues are
declining on a monthly basis and we have operated at a loss since its inception.
There can be no  assurance  that we will ever  operate  profitably.  In order to
significantly  increase  revenues,  we must acquire other companies,  as well as
grow  internally.  Although our management has conducted  extensive  discussions
with the principals of several  acquisition  targets,  there can be no assurance
that we can fund the acquisitions, that we can complete the acquisitions or that
the acquired  businesses  will  operate at a profit.  As a result of our limited
operating history as a facilities-based  Integrated  Communications Provider, we
have limited  operating  and  financial  data on which we can predict our future
performance  and base our  investment  decisions.  We cannot  assure that we can
successfully operate as a facilities-based Integrated Communications Provider.

         The   Telecommunications   Market  in  Which  We   Operate   is  Highly
Competitive,  and We May Not Be Able to Compete  Effectively  Against  Companies
That Have  Significantly  Greater  Resources Than We Do, Which Could Cause Us to
Lose   Customers  and  Impede  Our  Ability  to  Attract  New   Customers.   The
telecommunications  industry  is  highly  competitive  and  is  affected  by the
introduction  of new services by, and the market  activities  of, major industry
participants. Most of our other current competitors are substantially larger and
have greater  financial,  technical and marketing  resources than we do. We have
not achieved,  and do not expect to achieve,  a significant market share for any
of the  telecommunication  services we offer.  Many of our competitors  have the
following advantages over us:

         o    long-standing relationships and brand recognition with customers;

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

         o    more funds to deploy telecommunication services;

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

         o    fully-deployed and operational networks; and

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

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

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

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

                                       20
<PAGE>

         Continuing Weakness in the Economy and the Telecommunications  Industry
May Impact the Company.  The  continuation of the downturn in the United States'
economy  and,  in  particular,  the  telecommunications  industry,  may  have  a
significant  impact on the Company.  Several of the  Company's  competitors  and
customers  have filed for protection  under the bankruptcy  laws and the Company
may  be  unable  to  collect   receivables  due  to  bankruptcies  and  business
difficulties  among  its  customers.   Competitors  who  successfully   complete
restructuring  or  bankruptcy  reorganization  processes  or who  introduce  new
product offerings may put the Company at a competitive disadvantage.

         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    long-standing service relationships with existing providers;

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

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

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

         A  Default  in the  Textron  Financial  Corporation  Loan and  Security
Agreement could result in the lender seizing the Company's  Assets.  The Company
is in technical default on the Textron  Financial  Corporation Loan and Security
Agreement because of its failure to achieve certain financial covenants required
by the Loan and Security Agreement.  On July 2, 2003, we received a notice of an
Event to Default under the Loan  Agreement from Textron.  Textron  demanded that
Ciera  immediately  pay or cause to be paid to  Textron  the sum of  $1,214,222,
which was the amount of the  outstanding  over advance per the Loan Agreement as
of July 2, 2003.  Neither Ciera nor CCC  GlobalCom has the financial  ability to
pay or cause to be paid to Textron the amount demanded.

         On  August  5,  2003,  Textron  Financial  Corporation  sent  notice in
accordance  with  provisions of Section 9-610 et seq. of the Uniform  Commercial
Code  as in  effect  in the  State  of  Texas  to  certain  vendors  and  taxing
authorities of its intent to conduct a public foreclosure sale of its Collateral
under the Loan Agreement on August 18, 2003. Upon completion of this foreclosure
sale, Ciera would have no operating assets.  Ciera has vendor  liabilities,  tax
liabilities and other liabilities of approximately $22,800,000 at June 30, 2003,
exclusive  of the  $16,098,962  amount  owed to  Textron.  Ciera  does  not have
existing  liquidity  sufficient  to satisfy  all  amounts  owed.  The Company is
considering its options,  including seeking protection under the U.S. Bankruptcy
Code.

         In lieu of going through the  foreclosure  proceeding,  we  voluntarily
surrendered  all  of  the  collateral   securing  Ciera's  and  CCC  GlobalCom's
obligations  under the Loan  Agreement.  In  consideration  for our  voluntarily
agreeing to surrender the assets of Ciera to Textron in lieu of the foreclosure,
Textron  agreed to adjust all  claims,  disputes  and causes for action that had
arisen or could have  arisen as to the Loan  Documents  and events  prior to the
execution of this Mutual  Limited  Release.  According,  subsequent  to June 30,
2003,  our  assets  were  reduced  by the  amount of  approximately  $4,026,000,
representing  the  transfer  of all of  Ciera's  assets to  Textron in lieu of a
foreclosure,  and our  liabilities  were  reduced by  approximately  $15,800,000
representing the amount we owed Textron under the Loan Agreement.

         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

                                       21
<PAGE>

part,  on choosing  products and  services  offered by  third-party  vendors and
integrating  these products and services into our  operations.  We cannot assure
that these  systems will perform as expected as we grow our  customer  base.  In
addition,  our right to use these systems  depends upon license  agreements with
third-party  vendors.  If these vendors elect to cancel or not renew some or all
of these license agreements, our business may be adversely affected. Some of the
risks associated with our back office and customer service systems include:

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

         o    our failure to identify key information and processing needs;

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

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

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

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

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

                                       22
<PAGE>

state-regulated  rate structures.  We cannot assure that the rates charged to us
under our  interconnection  agreements  will allow us to offer  usage  rates low
enough to attract a  sufficient  number of  customers  to operate  our  business
profitably.  Because of the pending foreclosure by Textron Financial Corporation
on the Company's  long distance and local service  customer base, the Company is
considering its options,  including seeking protection under the U.S. Bankruptcy
Code  for  Ciera  Network  Systems.   Ciera  is  party  to  the  interconnection
agreements.

         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.

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

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

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

         The  Telecommunications  Industry  Is  Undergoing  Rapid  Technological
Changes,  and New  Technologies  May Be Superior to the Technologies We Use. Our
Failure to Keep up with Such Changes Could  Adversely  Affect Our Business.  The
telecommunications  industry  is  subject  to rapid and  significant  changes in
technology and in customer  requirements and preferences.  We have developed our
business  based,  in  part,  on  traditional  telephone  technology.  Subsequent
technological  developments  may reduce the  competitiveness  of our network and
require expensive,  unbudgeted upgrades or additional telecommunication products
that could be time consuming to integrate into our business,  and could cause us
to lose  customers  and impede our ability to attract new  customers.  We may be

                                       23
<PAGE>

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. Because of the
pending  foreclosure by Textron  Financial  Corporation on our long-distance and
local  service  customer  base our network has become idle and the Company  will
determine whether maintaining its own network is reasonable.

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

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

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

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

                                       24
<PAGE>

         Impairment of Long-Lived  Assets.  The Company  reviews its  long-lived
assets for  impairment  when  circumstances  indicate  that the book value of an
asset may not be fully  recovered by the  undiscounted  net cash flow  generated
over the  remaining  life of the related  asset or group of assets.  If the cash
flows  generated by the asset are not  sufficient to recover the remaining  book
value of the  asset,  the  Company  is  required  to write down the value of the
asset.  In evaluating  whether the asset will generate  sufficient  cash flow to
recover its book value, the Company  estimates the amount of cash flow that will
be generated  by the asset and the  remaining  life of the asset.  In making our
estimate, the Company considers the performance trends related to the asset, the
likelihood  that the trends will continue or change,  both at the asset level as
well as at the national economic level, and the length of time that we expect to
retain the asset.

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

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

         o    Off-balance sheet financial arrangements;

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

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

New Accounting Pronouncements

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

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
133 on Derivative  Instruments  and Hedging  Activities."  SFAS 149 provides for
certain changes in the accounting  treatment of derivative  contracts.  SFAS No.
149 is effective  for  contracts  entered into or modified  after June 30, 2003,
except for certain provisions that relate to SFAS No. 133 Implementation  Issues
that have been effective for fiscal  quarters that began prior to June 15, 2003,
which  should  continue  to be  applied  in  accordance  with  their  respective
effective  dates.  The  guidance  should be  applied  prospectively.  Management
anticipates that the adoption of SFAS No. 149 will not have a material impact on
the Company's  consolidated  financial statements.  In May 2003, the FASB issued
SFAS No. 150, Accounting for Certain Financial  Instruments with Characteristics
of both  Liabilities and Equity.  This new statement  changes the accounting for
certain  financial  instruments  that,  under previous  guidance,  issuers could
account for as equity.  It requires  that those  instruments  be  classified  as
liabilities in balance sheets. Most of the guidance in SFAS 150 is effective for
all  financial  instruments  entered into or modified  after May 31,  2003,  and
otherwise is effective at the beginning of the Company's third quarter of fiscal
2003.  Management  anticipates that the adoption of SFAS No. 150 will not have a
material impact on the Company's consolidated financial statements.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

         We maintain  disclosure  controls and  procedures  that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated  to our  management,  including  our chief  executive  officer  and
principal financial officer, as appropriate, to allow timely decisions regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognized that any controls and procedures,  no matter
how well  designed  and  operated,  can provide  only  reasonable  assurance  of

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<PAGE>

achieving  the  desired  control  objectives,  and  management  necessarily  was
required to apply its judgment in evaluating the  cost-benefit  relationship  of
possible controls and procedures.

         As  of  June  30,  2003,  we  carried  out  an  evaluation,  under  the
supervision and with the  participation  of our management,  including our chief
executive officer and principal  financial officer,  of the effectiveness of the
design and operation of our  disclosure  controls and  procedures.  Based on the
foregoing, our chief executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures were effective.

Changes in Internal Controls

         There have not been any significant changes in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their evaluation. There were no significant deficiencies or material
weaknesses, and therefore no corrective actions were taken.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

ITEM 3.  Defaults by  the Company  on its Senior Securities.  The  Company is in
technical  default  on  the  Textron  Financial  Corporation  Loan  and Security
Agreement because of its failure to achieve certain financial covenants required
by the Loan and Security Agreement.  On July 2, 2003, we received a notice of an
Event to Default under the Loan  Agreement from Textron.  Textron  demanded that
Ciera  immediately  pay or cause to be paid to  Textron  the sum of  $1,214,222,
which was the amount of the  outstanding  over advance per the Loan Agreement as
of July 2, 2003.  Neither Ciera nor CCC  GlobalCom has the financial  ability to
pay or cause to be paid to Textron the amount demanded.

         On  August  5,  2003,  Textron  Financial  Corporation  sent  notice in
accordance  with  provisions of Section 9-610 et seq. of the Uniform  Commercial
Code  as in  effect  in the  State  of  Texas  to  certain  vendors  and  taxing
authorities of its intent to conduct a public foreclosure sale of its Collateral
under the Loan Agreement on August 18, 2003. Upon completion of this foreclosure
sale, Ciera would have no operating assets.  Ciera has vendor  liabilities,  tax
liabilities and other liabilities of approximately $22,800,000 at June 30, 2003,
exclusive  of the  $16,098,962  amount  owed to  Textron.  Ciera  does  not have
existing  liquidity  sufficient  to satisfy  all  amounts  owed.  The Company is
considering its options,  including seeking protection under the U.S. Bankruptcy
Code.

         In lieu of going through the  foreclosure  proceeding,  we  voluntarily
surrendered  all  of  the  collateral   securing  Ciera's  and  CCC  GlobalCom's
obligations  under the Loan  Agreement.  In  consideration  for our  voluntarily
agreeing to surrender the assets of Ciera to Textron in lieu of the foreclosure,
Textron  agreed to adjust all  claims,  disputes  and causes for action that had
arisen or could have  arisen as to the Loan  Documents  and events  prior to the
execution of this Mutual  Limited  Release.  According,  subsequent  to June 30,
2003,  our  assets  were  reduced  by the  amount of  approximately  $4,026,000,
representing  the  transfer  of all of  Ciera's  assets to  Textron in lieu of a
foreclosure,  and our  liabilities  were  reduced by  approximately  $15,800,000
representing the amount we owed Textron under the Loan Agreement.

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

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<PAGE>

ITEM 5.  Other Information.  None.

ITEM 6(a). Exhibits.    Exhibit 10.12 Hakim Settlement Agreement
                        Exhibit 10.13 Textron Financial Corporation Mutual
                                Limited Release
                        Exhibit 31.1 and 32.1 Certification of Chief Executive
                                Officer
                        Exhibit 31.2 and 32.2 Certification of Principal
                                Financial Officer

ITEM 6(b). Reports  on  Form  8-K. On April 1, 2003, the  Company  filed an 8-K
announcing the resignation of Clifford J. Bottoms as the Chief Financial Officer
and as a Director of the Company. The Company also announced the resignations of
Gary Owens and Michael Walsh as Directors of the Company.

SIGNATURES
----------

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

                           CCC GLOBALCOM CORPORATION


Date August 22, 2003       By  /s/ Paul E. Licata
                           --------------------------
                           Paul E. Licata
                           Chief Executive Officer and President
                           /Principal Executive Officer



Date August 22, 2003       By  /s/ Mario H. Hernandez
                           ----------------------------------
                           Mario H. Hernandez
                           Controller
                           /Principal Financial Officer

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