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

                     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 September 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, 4th 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 March 1, 2004,  25,774,490 shares of $.001 par value
Common Stock.


<PAGE>


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

                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                            CCC GLOBALCOM CORPORATION


                    For the Quarter ended September 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 - September 30, 2003 and December 31, 2002                            3

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

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

             Notes to Consolidated Financial Statements                                                       6

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations           16

Item 3.      Controls and Procedures                                                                         26


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

Item 1.      Legal Proceedings                                                                               27

Item 2.      Changes in the Securities                                                                       27

Item 3.      Defaults Upon Senior Securities                                                                 27

Item 4.      Submission of Matters to Vote of Security Holders                                               27

Item 5.      Other Information                                                                               27

Item 6(a).   Exhibits                                                                                        28

Item 6(b).   Reports on Form 8-K                                                                             28

             Signatures                                                                                      28

             Certifications                                                                                  29

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                               CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                                                               Consolidated Balance Sheet

---------------------------------------------------------------------------------------------------------
                                                                        September 30,     December 31,
        Assets                                                             2003              2002
        ------                                                        -----------------------------------
<S>                                                                   <C>                  <C>
Current assets:
  Cash and cash equivalents                                           $          67,799    $     212,730
  Restricted cash                                                                     -          155,532
  Accounts receivable, net                                                      143,989                -
  Inventory                                                                      14,465                -
  Prepaid expense and other current assets                                       72,253           13,948
  Net assets from discontinued operations                                       554,008        6,909,925
                                                                      -----------------------------------

        Total current assets                                                    852,514        7,292,135

Property and equipment, net                                                      12,809            3,036
Intangible assets, net                                                          479,031                -
                                                                      -----------------------------------

        Total assets                                                  $       1,344,354    $   7,295,171
                                                                      -----------------------------------

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

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

Current liabilities:
  Accounts payable                                                    $         260,520    $      93,992
  Accrued expenses                                                               64,270          158,473
  Accrued compensation and other                                                 19,844                -
  Deferred revenue                                                              114,521                -
  Short-term notes payable                                                      346,481                -
  Net liabilities from discontinued operations                               22,799,533       37,339,539
                                                                      -----------------------------------

        Total current liabilities                                            23,605,169       37,592,004
                                                                      -----------------------------------

Commitments and contingencies                                                         -                -

Stockholders' deficit:
  Common stock, $.001 par value, authorized 100,000,000 shares;
    issued and outstanding 25,774,490 and 37,213,918 respectively                25,775           37,214
  Additional paid-in capital                                                 10,786,763       10,684,656
  Accumulated deficit                                                       (33,073,353)     (41,018,703)
                                                                      -----------------------------------

        Total stockholders' deficit                                         (22,260,815)     (30,296,833)
                                                                      -----------------------------------

        Total liabilities and stockholders deficit                    $       1,344,354    $   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 Nine Months Ended September 30, 2003 and 2002
------------------------------------------------------------------------------------------------------------


                                                     Three Months Ended              Nine Months Ended
                                                         September 30,                 September 30,
                                               -------------------------------------------------------------
                                                    2003           2002             2003           2002
                                               -------------------------------------------------------------
<S>                                            <C>               <C>            <C>             <C>
Net sales                                      $    1,683,324    $          -   $   2,160,412   $          -

Expenses:
  Cost of services                                 (1,502,308)              -      (1,844,873)             -
  Selling, general and administrative
    expenses                                         (394,511)       (396,505)       (719,456)    (1,398,047)
  Depreciation and amortization expense               (71,853)              -         (95,804)             -
                                               -------------------------------------------------------------

        Loss from operations                         (285,348)       (396,505)       (499,721)    (1,398,047)
                                               -------------------------------------------------------------

Other income (expense):
  Interest income                                         245               -             287          6,226
  Interest expense                                     (3,214)           (484)         (3,214)          (624)
  Other, net                                                -          (5,263)              -        (28,000)
                                               -------------------------------------------------------------

                                                       (2,969)         (5,747)         (2,927)       (22,398)
                                               -------------------------------------------------------------

Loss from continuing operations
  before provision for income taxes                  (288,317)       (402,252)       (502,648)    (1,420,445)

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

Net loss from continuing operations                  (288,317)       (402,252)       (502,648)    (1,420,445)

Loss from discontinued operations,
  net of income taxes                              (1,073,521)     (5,417,229)     (4,915,891)   (14,352,694)

Gain on disposition of discontinued
  operations, net of income taxes                  13,414,558               -      13,414,558              -
                                               -------------------------------------------------------------

Net income (loss)                                  12,052,720      (5,819,481)      7,996,019    (15,773,139)

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

Net income (loss) applicable to
     common stockholders                       $   12,052,720    $ (5,819,481)  $   7,945,350   $(15,773,139)
                                               -------------------------------------------------------------

Net loss per share from continuing operations  $        (0.01)   $      (0.01)  $       (0.02)  $      (0.04)
Net income (loss) per share from
  discontinued operations                      $         0.47    $      (0.15)  $        0.28   $      (0.40)
                                               -------------------------------------------------------------

Net income (loss) per share -
  basic and diluted                            $         0.46    $      (0.16)  $        0.26   $      (0.44)
                                               -------------------------------------------------------------

Weighted average shares -
  basic and diluted                                26,461,000      36,671,000      30,804,000     35,863,000
                                               -------------------------------------------------------------


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

                                                                      Nine Months Ended September 30,
-----------------------------------------------------------------------------------------------------

                                                                       2003               2002
                                                                 ------------------------------------
<S>                                                              <C>               <C>
Cash flows from operating activities:
  Net income (loss)                                              $     7,996,019   $      (15,773,139)
  Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
     Depreciation and amortization                                     1,632,070            2,866,216
     Bad debt expense                                                    446,903            1,260,767
     Stock issued for services                                            39,999              420,000
     Interest and fees added to line of credit                                 -              993,072
     Loss on sale/abandonment of fixed assets                            137,498            2,312,266
     Amortization of warrant costs                                       103,600                    -
     Gain from disposal of subsidiary                                   (183,052)                   -
     Gain from disposal of debt                                      (13,309,006)                   -
     (Increase) decrease in:
       Restricted cash                                                   107,543             (154,307)
       Accounts receivable                                             1,255,083              (22,204)
       Prepaid expenses                                                   46,649              460,651
       Other assets                                                      214,089             (122,662)
     Increase (decrease) in:
       Cash overdraft                                                     45,916                    -
       Accounts payable                                                1,549,122            8,257,170
       Accrued compensation and other                                   (356,428)             (49,532)
       Excise taxes payable                                              884,810            1,893,172
       Accrued expenses                                                 (790,220)             206,810
       Deferred revenue                                                   67,851              139,688
                                                                 ------------------------------------

        Net cash (used in) provided by operating activities             (111,554)           2,687,968
                                                                 ------------------------------------

Cash flows from investing activities:
  Proceeds from sale of subsidiary                                       170,000                    -
  Purchase of property and equipment                                     (32,086)            (130,936)
  Net cash paid in acquisition                                          (140,000)                   -
                                                                 ------------------------------------

        Net cash used in investing activities                             (2,086)            (130,936)
                                                                 ------------------------------------

Cash flows from financing activities:
  Payments on long-term debt                                            (196,969)            (212,440)
  Net increase (decrease) on line of credit                              165,678           (2,129,954)
                                                                 ------------------------------------

        Net cash used in financing activities                            (31,291)          (2,342,394)
                                                                 ------------------------------------

        Net change in cash                                              (144,931)             214,638

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

Cash and cash equivalents at end of period                       $        67,799   $          957,399
                                                                 ------------------------------------

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                                       $       245,096   $           61,674
                                                                 ------------------------------------

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


-----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                        5

</TABLE>

<PAGE>
                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements

                         Three and Nine Months Ended September 30, 2003 and 2002
--------------------------------------------------------------------------------


1.   Organization       CCC GlobalCom  Corporation,  a Nevada  corporation ("CCC
                        GlobalCom" or the "Company"), conducts operations in the
                        telecommunications  industry. 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, (Ciera) and
                        Equalnet,  Inc.  and  Equalnet,  LLC.  (Equalnet).   All
                        significant  intercompany balances and transactions have
                        been eliminated in consolidation.

                        Operations of Ciera have been  included in  discontinued
                        operations  as this  entity is in Chapter 7  bankruptcy.
                        The  ongoing  operations  of the  Company  are  from its
                        subsidiary  Equalnet,  Inc. where operating  business is
                        that of selling telephone cards.

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 September 30, 2003
                        and the  results of  operations  for the  periods  ended
                        September 30, 2003 and 2002.  Operating  results for the
                        three and nine months ended  September  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.  Reclassifications   Certain  balances in the September 30, 2002 and December
                        31, 2002  consolidated  financial  statements  have been
                        reclassed to conform to the current year presentation.

5.   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               Nine Months Ended
                                               September 30,                   September 30,
                                      -------------------------------- ------------------------------
                                            2003           2002             2003          2002
                                      -------------------------------- ------------------------------

<S>                                   <C>               <C>              <C>           <C>
 Net income (loss), as reported       $     12,053,000  $ (5,819,000)    $  7,945,000  $  (15,773,000)

 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)
                                      -------------------------------- -------------------------------

 Pro forma net income (loss)          $     12,053,000  $ (5,819,000)   $   7,659,000  $  (16,059,000)
                                      -------------------------------- -------------------------------

 Earnings per share-
    Basic and diluted - as reported   $           0.46  $      (0.16)   $        0.26  $        (0.44)
                                      -------------------------------- -------------------------------

    Basic  and diluted - pro forma    $           0.46  $      (0.16)   $        0.25  $        (0.45)
                                      -------------------------------- -------------------------------
</TABLE>


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


6.   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  192,000 and 860,000  shares of common stock
                        at a range of $1.00 to $3.75 per share were  outstanding
                        at September  30, 2003 and 2002  respectively,  however,
                        they were not included in the calculation of diluted EPS
                        because their effect was anti-dilutive.

7.   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.


8.   Return of          During the nine months ended September 30, 2003, a major
     Shares and         shareholder of the Company returned 11,939,428 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   September   30,   2003,
                        approximately 1,815,000 shares had been distributed. The
                        transaction was treated as a preferential dividend.

9.   Discontinued       In July 2003, one of the creditors of Ciera forclosed on
     Operations         all of the assets of the Company,  causing the local and
                        long-distance service operations to cease. At that time,
                        management  determined to discontinue  the operations of
                        Ciera. Ciera is in Chapter 7 bankruptcy.


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

9.   Discontinued       As of September 30, 2003 and  December  31,  2002 assets
     Operations         from  discontinued  operations of  Ciera  consist of the
     Continued          following:

                                         September 30,       December 31,
                                      ---------------------------------------
                                             2003                2002
                                      ---------------------------------------

 Restricted cash                       $          132,852 $          233,606
 Accounts receivable, net                               -          3,008,240

 Prepaid expenses                                  28,675            120,577
 Property & equipment, net                        392,481          2,290,789
 Intangible assets, net                                 -          1,042,624
 Other assets                                           -            214,089
                                      ---------------------------------------

 Assets from discontinued
   operations                          $          554,008 $        6,909,925
                                      ---------------------------------------

                        As  of   September   30,  2003  and  December  31,  2002
                        liabilities from discontinued  operations consist of the
                        following:

                                         September 30,       December 31,
                                      ---------------------------------------
                                             2003                2002
                                      ---------------------------------------

 Cash overdraft                        $           45,916 $                -
 Accounts payable                              15,719,152         14,336,558
 Accrued compensation                              19,412            395,684

 Excise taxes payable                           3,342,506          2,457,696
 Other accrued expenses                         1,706,383          1,969,385
 Line of credit                                         -          2,762,609
 Deferred income                                        -            183,843
 Notes payable                                  1,966,164         15,233,764
                                      ---------------------------------------

 Liabilities from discontinued
   operations                          $       22,799,533 $       37,339,539
                                      ---------------------------------------

                        The prepetition  assets and  liabilities  total $554,008
                        and $22,799,533, respectively at September 30, 2003.


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


9.   Discontinued       Condensed  discontinued operations  for the three months
     Operations         and nine months ended September 30, 2003 and 2002 are as
     Continued           follows:
<TABLE>
<CAPTION>
                                          Three Months Ended                Nine Months Ended
                                            September 30,                     September 30,
                                   --------------------------------- --------------------------------
                                         2003            2002             2003           2002
                                   --------------------------------- --------------------------------
<S>                                  <C>              <C>              <C>             <C>
Revenue                              $        35,195  $    6,836,281   $    8,820,237  $   21,207,222
Costs and expenses                         1,108,716      12,253,510       13,736,128      35,559,916
                                   --------------------------------- --------------------------------

Net loss before income taxes              (1,073,521)     (5,417,229)      (4,915,891)    (14,352,694)

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

Loss from discontinued operations    $    (1,073,521) $   (5,417,229)   $  (4,915,891)  $ (14,352,694)
                                   --------------------------------- --------------------------------
</TABLE>

                        The gain on  disposition of  discontinued  operations of
                        $13,414,558  resulted  primarily  from reduction of debt
                        and  disposal  of  assets  upon  execution  of a  Mutual
                        Limited Release with the Company's main secured creditor
                        and the voluntary  surrender of the assets  securing the
                        debt.

10.  Supplemental       During  the  nine months  ended  September 30, 2003, the
     Disclosure of      Company:
     Cash Flow
     Information             o Had  11,939,428  shares of the  Company's  common
                               stock returned by a major shareholder  causing an
                               increase  in  additional  paid-in-capital  and  a
                               decrease in common stock of $11,939.

                             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.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


10.  Supplemental            o The Company  sold it's  interest in  GlobalTel in
     Disclosure of             exchange   for  cash  of  $170,000   and  a  note
     Cash Flow                 receivable  of $20,000  included on the Company's
     Information               balance sheet under the caption  other assets.
     Continued
                             o Acquired   certain   assets  of   Tele-Direct  as
                               follows:

                           Customer base                        $       574,835
                           Furniture and equipment                       10,700
                           Inventory                                     14,465
                           Note payable                                (200,000)
                           Advance from line of credit                 (260,000)
                                                               -----------------

                           Net cash paid in acquisition         $       140,000
                                                               -----------------

                        During  the nine months  ended  September  30, 2002, the
                        Company:

                             o Satisfied   payables   with   common   stock  for
                               $442,496.

                             o Issued   common   stock   to  an   employee   for
                               compensation totaling $371,200.

                             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.

                             o Satisfied a carrier  payable with the transfer of
                               customer base for $100,000

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


11.  Bankruptcy of      On August 28,  2003  Ciera  filed for  protection  under
     Subsidiary         Chapter 7 of the U.S.  Bankruptcy Code. Upon liquidation
                        of the  remaining  assets,  the  Chapter 7 Trustee  will
                        negotiate all claims with creditors.

                        The   following   represents   the  total   assets   and
                        liabilities  in the Chapter 7 case as of  September  30,
                        2003:

 Assets:
      Restricted cash                                      $        132,852
      Prepaid expenses                                               28,675
                                                          ------------------

          Total assets                                     $        161,527
                                                          ------------------

 Liabilities:
      Cash overdraft                                       $         45,916
      Accounts payable                                           15,722,779
      Inter-company payable                                       2,715,827
      Accrued compensation and other                                 19,412
      Accrued excise taxes                                        3,342,506
      Other accrued expenses                                      1,706,383
      Notes payable                                               1,966,164
                                                          ------------------

          Total liabilities                                $     25,518,987
                                                          ------------------

12.  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.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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



12.  Revenue            Revenues for prepaid  cellular  cards are  recognized at
     Recognition        the time of the sale of the card  since the  Company  is
     Continued          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 entered into, a price is fixed and determinable
                        and collection is reasonably assured.

13.  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 has
                        discontinued  its local and  long-distance  services and
                        Ciera, the subsidiary that provided those services is in
                        bankruptcy.  Subsequent  to  the  end  of  the  quarter,
                        management  discontinued all remaining operations of the
                        Company and the remaining operating subsidiary filed for
                        bankruptcy.

                        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.

14.  Subsequent         During   December   2003   management    determined   to
     Events             discontinue  the operations of the subsidiary  Equalnet,
                        Inc.  On January 4, 2004  Equalnet  filed for Chapter 11
                        Bankruptcy.  On February 18, 2004 Textron  foreclosed on
                        all of the assets of Equalnet.  On February 25, 2004 the
                        bankruptcy  was  dismissed  with  the  secured  creditor
                        taking all of the assets of Equalnet.


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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


15.  Recent             In November  2002, the EITF reached a consensus on Issue
     Accounting         No.   00-21,    Revenue   Arrangements   with   Multiple
     Pronounce-         Deliverables.  EITF Issue No. 00-21 provides guidance on
     ments              how to account for certain arrangements that involve the
                        delivery or performance of multiple  products,  services
                        and/or  rights to use  assets.  The  provisions  of EITF
                        Issue  No.  00-21  will  apply to  revenue  arrangements
                        entered into in fiscal periods  beginning after June 15,
                        2003.  The adoption of EITF Issue No. 00-21 did not have
                        a material impact on consolidated  operating  results or
                        financial condition of the Company.

                        In December 2003, the FASB issued  Interpretation No. 46
                        ("FIN 46R") (revised  December 2003),  Consolidation  of
                        Variable   Interest   Entities,   an  Interpretation  of
                        Accounting  Research  Bulletin No. 51 ("ARB 51"),  which
                        addresses  how a  business  enterprise  should  evaluate
                        whether  it  has a  controlling  interest  in an  entity
                        though  means other than voting  rights and  accordingly
                        should  consolidate  the entity.  FIN 46R replaces  FASB
                        Interpretation  No.  46 (FIN 46),  which  was  issued in
                        January 2003.  Before  concluding that it is appropriate
                        to apply ARB 51 voting interest  consolidation  model to
                        an entity,  an enterprise  must first determine that the
                        entity is not a variable  interest  entity (VIE).  As of
                        the  effective  date  of FIN  46R,  an  enterprise  must
                        evaluate  its  involvement  with all  entities  or legal
                        structures created before February 1, 2003, to determine
                        whether  consolidation  requirements of FIN 46R apply to
                        those entities.  There is no  grandfathering of existing
                        entities.  Public  companies must apply either FIN 46 or
                        FIN 46R  immediately  to entities  created after January
                        31,  2003  and no  later  than  the  end  of  the  first
                        reporting  period  that ends after March 15,  2004.  The
                        adoption  of  FIN  46 had  no  effect  on the  Company's
                        consolidated  financial position,  results of operations
                        or cash flows.

                        In April 2003,  FASB issued SFAS No. 149,  Amendment  of
                        Statement  133 on  Derivative  Instruments  and  Hedging
                        Activities. SFAS 149 amends and clarifies accounting for
                        derivative  instruments,  including  certain  derivative
                        instruments  embedded in other contracts and for hedging
                        activities  under SFAS 133,  Accounting for  Derivatives
                        and Hedging Activities.  SFAS 149 is generally effective
                        for   derivative   instruments,   including   derivative
                        instruments embedded in certain contracts,  entered into
                        or modified  after June 30,  2003.  The adoption of SFAS
                        149 did not  have a  material  impact  on the  operating
                        results or financial condition of the Company.

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


                                      CCC GLOBALCOM CORPORATION AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


15.  Recent             In May 2003,  the FASB issued SFAS 150,  Accounting  for
     Accounting         Certain Financial  Instruments with  Characteristics  of
     Pronounce-         Both  Liabilities  and Equity.  SFAS 150  clarifies  the
     ments              accounting  for  certain   financial   instruments  with
     Continued          characteristics  of  both  liabilities  and  equity  and
                        requires  that  those   instruments   be  classified  as
                        liabilities   in  statements   of  financial   position.
                        Previously,  many of those  financial  instruments  were
                        classified   as  equity.   SFAS  150  is  effective  for
                        financial instruments entered into or modified after May
                        31, 2003 and  otherwise is effective at the beginning of
                        the first interim period  beginning after June 15, 2003.
                        On  November  7,  2003,  FASB Staff  Position  150-3 was
                        issued,  which indefinitely  deferred the effective date
                        of   SFAS   150   for   certain   mandatory   redeemable
                        non-controlling  interests. As the Company does not have
                        any of these financial instruments, the adoption of SFAS
                        150  did  not  have   any   impact   on  the   Company's
                        consolidated financial statements.

                        In December 2003, the Securities and Exchange Commission
                        (SEC) issued Staff  Accounting  Bulletin  (SAB) No. 104,
                        Revenue   Recognition.   SAB  104  revises  or  rescinds
                        portions of the interpretive  guidance included in Topic
                        13 of the codification of staff accounting  bulletins in
                        order to make this interpretive guidance consistent with
                        current  authoritative  accounting and auditing guidance
                        and SEC rules and  regulations.  The adoption of SAB 104
                        did  not  have  a  material   effect  on  the  Company's
                        consolidated   results  of   operations   or   financial
                        condition.



--------------------------------------------------------------------------------
                                                                              15


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 were  primarily a
switch-based  company,  which  means we used a strategic  deployment  of network
switches to provide communication  services to our long-distance  customers.  We
also purchased  local  telephone  communication  services from  Incumbent  Local
Exchange  Carriers  (ILECs) on a wholesale  basis.  In most  cases,  these other
providers from which we purchased  services,  were transparent to our customers.
The use of our own switches reduced our overall service costs. Our core business
has been  communication  services and  communications  products,  which includes
long-distance  voice and data,  local service,  long-distance  debit cards,  and
prepaid cellular cards.

         During the past nine  months,  the  Company has ceased  operating  as a
provider  of  long-distance   voice  and  data  and  local  service.   Financial
constraints caused by negative cash flows,  decreasing revenues and an inability
to pay vendors, creditors and taxes has required the Company to file for Chapter
7 Bankruptcy  protection for its Ciera Network Systems,  Inc. (Ciera)  operating
subsidiary (see more detailed information under the section headed "Textron Loan
Matters/Ciera Network Systems,  Inc.". At the end of the third quarter 2003, the
Company  continued  to  operate  it's  EqualNet,   Inc.   operating   subsidiary
concentrating on the selling of  long-distance  debit cards and prepaid cellular
calling  cards;  however,  in January  2004,  Equalnet also filed for Chapter 11
Bankruptcy. Due to these bankruptcies, as of the date of this filing the Company
does not have any continuing operations.

         The Company  has decided to  discontinue  operations  of Ciera  Network
Systems,  Inc.  subsidiary  because of continuing  losses and Textron  Financial
Corporation's  foreclosure  of Ciera's  assets.  Management  has no intention of
reentering the long-distance voice and data and local service markets.

         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 continue
to experience  this difficulty  currently.  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/Ciera Network Systems, Inc.

         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.

                                       16
<PAGE>

         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  or (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. The Company has remained 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 the  Amended and  Restated  Loan  Agreement  (the "Loan
Agreement").

         On July 2, 2003,  we received a notice of an Event of 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 had the financial  ability to pay or cause to be paid to
Textron the amount demanded.  To facilitate the impending  foreclosure action to
be taken by  Textron  Financial  Corporation  and with the  approval  of Textron
Financial  Corporation,  on July 3, 2003, Ciera Network  Systems,  Inc. signed a
management services agreement with New Access  Communications  giving New Access
Communications  complete control of the existing Ciera customer base. New Access
Communications was to provide all  telecommunications  services to the customers
and also commenced  billing and collecting  from the customers.  Ciera layed off
the majority of its workforce  upon signing the  management  services  agreement
with New Access Communications.

         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 had 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.

         In lieu of  going  through  the  foreclosure  proceeding,  the  Company
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.  Upon execution of the Mutual
Limited Release with Textron Financial, the Company's assets were reduced by the
amount of approximately $2,611,000,  representing the transfer of all of Ciera's
assets to Textron in lieu of a foreclosure,  and our liabilities were reduced by
approximately $15,920,000 representing the amount we owed Textron under the Loan
Agreement  and  unearned  revenue.  The  Company  has  recorded  a net  gain  of
approximately  $13,309,000 for the forgiveness of the Textron Financial debt and
the  foreclosure  of certain Ciera Network  Systems,  Inc.'s  assets.  Financial
results and remaining  assets and liabilities  related to Ciera Network Systems,
Inc. are presented as Discontinued  Operations in the Company  financial results
for the period ended  September 30, 2003.  Prior year results have been restated
for Discontinued Operations for comparative purposes.

         On August 28, 2003,  subsequent to executing the Mutual Limited Release
with Textron  Financial  Corporation,  Ciera  Network  Systems,  Inc.  filed for
Chapter 7 bankruptcy  protection  in the U.S.  Bankruptcy  Court of the Southern
District of Texas (Houston).  All employees of Ciera Network Systems,  Inc. were
terminated and Ciera is no longer an operating entity. The Company remains under
Chapter 7 bankruptcy protection.

         The  Company,  through it's  EqualNet,  Inc.  subsidiary,  has remained
liable for $260,000  payable to Textron  related to the  acquisition  of certain
assets of Tele-Direct Inc., which is further described below.

                                       17
<PAGE>

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 we
have moved to significantly  smaller  facilities with  significantly  lower rent
expense  at  1250  Wood  Branch  Park  Drive,  Houston,  Texas.  However,  these
restructuring steps do not ensure that we will continue as a going concern.

Business Plan

         At September 30, 2003, we determined that our best chance of success as
a  telecommunications   company  was  to  engage  in  the  business  of  selling
long-distance  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 loan proceeds from Textron  Financial  Corporation  of $260,000.
The  Company was to also pay to Telefyne a  percentage  of a certain  customer's
collected revenues for a specific period of time.  Subsequent to the acquisition
date,  the Company and Telefyne,  Inc.  negotiated a fixed amount of $200,000 in
place of a percentage of a certain customer's collected revenues.

         As a result of the Tele-Direct  acquisition,  we entered the debit card
and prepaid  cellular card business  with a  distribution  channel of over 2,500
convenience stores throughout the U.S. Purchases of telecommunications  services
were 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 terminated Ciera's  operations  pursuant to the transfer
of Ciera's  assets to Textron,  we focused our efforts on the  business  that we
entered as the result of our purchase of certain assets of Tele-Direct.

         We were in an  extremely  difficult  financial  position.  We were in a
turn-around  and workout mode. We continued to reduce  operating  expenses while
attempting to generate  revenues  from the debit card and prepaid  cellular card
business.  We attempted  to get to a breakeven  cash flow  position  through the
significant  overhead cost  reductions  and the cash flow generated from the new
prepaid  calling and prepaid  cellular  card  business.  We  attempted  to raise
additional capital through equity or debt placements to expand its business.

         Subsequent to September 30, 2003, the Company's  operating  subsidiary,
EqualNet,  Inc.,  discontinued  operations  because of  EqualNet's  inability to
service its vendor and creditor  debt.  EqualNet filed for chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court,  Southern District (Houston) on January
4, 2004. The bankruptcy  court has since  dismissed the bankruptcy  petition and
Textron Financial  Corporation has foreclosed on EqualNet's  assets.  Management
has no intention of reentering the long-distance debit card and prepaid cellular
card market.

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.  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. During the third quarter, Gilbert Gertner and
James Rash also resigned their positions as Directors of the Company.

Other Matters

         During the nine  months  ended  September  30,  2003,  one of our major
shareholders  returned to us for  cancellation  11,939,428  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 September 30,
2003,  approximately 2,413,000 shares had been distributed.  The distribution of
shares was treated as a preferential dividend.

                                       18
<PAGE>

         During the nine months  ended  September  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 September 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.

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  $502,648  before  accounting  for  discontinued
operations  for the nine  months  ended  2003 and a working  capital  deficit of
$507,130  excluding  assets  and  liabilities  of  discontinued   operations  at
September  30, 2003.  The working  capital  deficit  inclusive  of  discontinued
operations assets and liabilities is $22,752,655 at September 30, 2003.

Results of Operations

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

         NET SALES.  Revenues  primarily  consist of billings for  long-distance
debit cards and prepaid cellular cards from the Tele-Direct business acquired on
May 30, 2003.  Revenues for the three months ended  September  30, 2003 and 2002
were $1,683,324 and $0, respectively.  Because of Ciera Network Systems,  Inc.'s
chapter 7 bankruptcy  filing on August 28, 2003,  the  Company's  Net Sales from
Ciera's  operations are reported as Discontinued  Operations.  COST OF SERVICES.
Cost of services includes direct costs for long-distance debit cards and prepaid
cellular cards from the Tele-Direct  business  acquired on May 30, 2003. Cost of
services for  long-distance  debit cards and prepaid  cellular cards include the
cost of common carrier,  prepaid  cellular cards,  shipping,  and  miscellaneous
costs incurred to provide  service.  Cost of services for the three months ended
September 30, 2003 and 2002 were $1,502,308 and $0, respectively.  As previously
disclosed  cost of sales  for  Ciera's  operations  for the three  months  ended
September  30,  2003  and  2002,  respectively,  are  reported  as  Discontinued
Operations.  Gross  margin for the three  months  ended  September  30, 2003 was
approximately 11%.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  (SG&A) expenses  consist of costs to provide sales,  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  September 30, 2003 and 2002, were
$394,511 and $396,505,  respectively. SG&A expenses related to the Ciera Network
Systems, Inc. business are reported as part of Discontinued Operations.

         DEPRECIATION  AND AMORTIZATION  EXPENSE:  Depreciation and amortization
expense for the quarter ended June 30, 2003,  was $71,853.  The amount  reflects
the  amortization  of the  intangible  associated  with the  acquisition  of the
Tele-Direct business.

         OTHER INCOME (EXPENSE).  For the three months ended September 30, 2003,
other  income/(expense)  was ($2,969).  For the three months ended September 30,
2003,  other  income/(expense)  consists of  approximately  ($3,214) of interest
expense offset by $245 of interest income.

         LOSS FROM DISCONTINUED  OPERATIONS:  Loss from Discontinued  Operations
for the three months ended  September 30, 2003 and 2002, were $1,073,521 and $5,
417,229,  respectively.  The  reduction  in loss  for  the  three  months  ended
September  30, 2003  compared  to the prior year is the result of Ciera  Network
Systems  ceasing  business  operations on June 30, 2003.  The loss for the third
quarter 2003, is primarily  attributable to operating  expenses  incurred during
the wind-down of the Ciera Network  Business  after the transfer of the customer
base to New Access Communications on July 3, 2003.

                                       19
<PAGE>

         GAIN ON DISPOSITION OF DISCONTINUED OPERATIONS:  Gain on Disposition of
Discontinued  Operations  for the three  months  ended  September  30,  2003 was
$13,414,558.  The net  gain  consists  of a net gain on the  forgiveness  of the
Textron  Financial debt and the  foreclosure  of certain Ciera Network  Systems,
Inc.'s assets of  $13,309,006,  gain on the sale of our interest in GlobalTel of
$183,052, and a loss on the disposal of fixed assets of $77,500.

Nine Months Ended September 30, 2003 Compared To September 30, 2002

         NET SALES.  Revenues  primarily  consist of billings for  long-distance
debit cards and prepaid cellular cards from the Tele-Direct business acquired on
May 30, 2003.  Revenues for the nine months ended  September  30, 2003 and 2002,
were $2,160,412 and $0, respectively.  Because of Ciera Network Systems,  Inc.'s
chapter 7 bankruptcy  filing on August 28, 2003,  the  Company's  Net Sales from
Ciera's operations are reported as Discontinued Operations.

         COST  OF  SERVICES.   Cost  of  services   includes  direct  costs  for
long-distance  debit  cards and  prepaid  cellular  cards  from the  Tele-Direct
business  acquired on May 30, 2003..  Cost of services for  long-distance  debit
cards and prepaid  cellular  cards include the cost of common  carrier,  prepaid
cellular cards,  shipping,  and miscellaneous costs incurred to provide service.
Cost of services for the nine months  ended  September  30, 2003 and 2002,  were
$1,844,873 and $0, respectively.  As previously disclosed, cost of sales for the
three months ended September 30, 2003, are reported as Discontinued  Operations.
Gross margin for the nine months ended  September  30, 2003,  was  approximately
15%.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  (SG&A) expenses  consist of costs to provide sales,  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 the nine months ended September 30, 2003 and 2002
were $719,456 and $1,398,047,  respectively.  SG&A expenses related to the Ciera
Network Systems, Inc. business are reported as part of Discontinued Operations.

         DEPRECIATION  AND AMORTIZATION  EXPENSE.  Depreciation and amortization
expense for the nine months ended  September 30, 2003,  was $95,804.  The amount
reflects the  amortization of the intangible  associated with the acquisition of
the Tele-Direct business.

         OTHER INCOME  (EXPENSE).  For the nine months ended September 30, 2003,
other  income/(expense)  was ($2,927).  For the nine months ended  September 30,
2003,  other  income/(expense)  consists of  approximately  ($3,214) of interest
expense offset by $287 of interest income.

         LOSS FROM DISCONTINUED  OPERATIONS:  Loss from Discontinued  Operations
for the nine months  ended  September  30, 2003 and 2002,  were  $4,915,891  and
$14,352,694,  respectively.  The  reduction  in loss for the nine  months  ended
September  30, 2003  compared  to the prior year is the result of Ciera  Network
Systems ceasing business operations on June 30, 2003.

         GAIN ON DISPOSITION OF DISCONTINUED OPERATIONS:  Gain on Disposition of
Discontinued  Operations  for the  nine  months  ended  September  30,  2003 was
$13,414,558.  The net  gain  consists  of a net gain on the  forgiveness  of the
Textron  Financial debt and the  foreclosure  of certain Ciera Network  Systems,
Inc.'s assets of  $13,309,006,  gain on the sale of our interest in GlobalTel of
$183,052, and a loss on the disposal of fixed assets of $77,500.

Liquidity and Capital Resources

         During the nine months ended  September  30, 2003, we had negative cash
flow from  operations of  approximately  $112,000.  The amount of cash used is a
result of losses from continuing and discontinued operations 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.

                                       20
<PAGE>

         During the nine months ended  September 30, 2003, the Company  acquired
approximately  $32,000 in equipment that was not financed  through capital lease
or  financing  arrangements.  Additional  cash  outflows  included  payments  of
approximately  $197,000 towards our capital lease  obligations and notes payable
and $140,000 cash paid in the Tele-Direct asset purchase.

         Altogether,  our net  operating,  investing  and  financing  activities
during the year used approximately $145,000 in cash. Our working capital deficit
at  September  30,  2003  was  $507,130  excluding  assets  and  liabilities  of
discontinued  operations  at September  30, 2003.  The working  capital  deficit
inclusive of  discontinued  operations  assets and liabilities is $22,752,655 at
September 30, 2003.

         Our current liabilities include a total of approximately  $260,000 owed
to  various  vendors.   Our  current  liabilities  include  $22,799,533  of  net
liabilities from discontinued  operations.  Ciera filed for chapter 7 bankruptcy
protection on August 28, 2003. 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
nine  months  ended  September  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

         The Company's  assets have been reduced by the amount of  approximately
$2,611,000,  representing  the  transfer of all of Ciera's  assets to Textron in
lieu of a  foreclosure,  and  our  liabilities  were  reduced  by  approximately
$15,920,000, representing the amount we owed Textron under the Loan Agreement.

         We estimate our capital  expenditures to be  approximately  $40,000 for
2003. We will also be required to fund our operating losses and working capital.
We have negative working capital of approximately $22,753,000.  We have negative
working capital of $507,130, exclusive of discontinued operations.

         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.

                                       21
<PAGE>

Inflation

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

Forward Outlook and Risks

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

         This  Form  10-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.  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 nine months ended September
30, 2003, the Company had a net loss from continuing  operations of $502,648. 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 September 30, 2003,
we had, on a consolidated basis, total assets of approximately $1,344,000 and on
a continuing  operations  basis,  total assets of  approximately  $790,000 and a
working capital deficit on a consolidated basis of approximately $22,753,000 and
a working  capital  deficit on a continuing  operations  basis of  approximately
$507,000.  The Company's  consolidated  assets and liabilities have been reduced
approximately  $2,611,000  and  $15,920,000,  respectively,  for the transfer of
Ciera's assets to Textron Financial Corporation in lieu of a foreclosure and the
forgiveness  of debt to  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.

                                       22
<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  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.

         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 had limited assets, limited
revenues and limited customers.  After the settlement with Textron Financial for
Ciera's assets, including Ciera's customer base, the Company as of September 30,
2003 was engaged only in the business of selling  long-distance  debit cards and
prepaid cellular cards through Equalnet, Inc. However, in January 2004, Equalnet
also filed for Chapter 11 Bankruptcy. Due to these bankruptcies,  as of the date
of this filing the Company does not have any continuing  operations There can be
no  assurance  that we will  ever  operate  profitably.  In  order  to  generate
revenues, we must acquire other companies/businesses.  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,  we have limited operating and financial data on which we can
predict our future performance and base our investment decisions;.

         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.
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  or other  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  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.

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.

                                       23
<PAGE>

         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.

         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
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 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.

         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.

         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 November  2002,  the EITF  reached a consensus  on Issue No.  00-21,
Revenue Arrangements with Multiple  Deliverables.  EITF Issue No. 00-21 provides
guidance on how to account for certain arrangements that involve the delivery or
performance  of multiple  products,  services  and/or rights to use assets.  The
provisions  of EITF Issue No. 00-21 will apply to revenue  arrangements  entered
into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue
No. 00-21 did not have a material  impact on operating  results or the financial
condition of the Company.

         In December  2003,  the FASB issued  Interpretation  No. 46 ("FIN 46R")
(revised  December  2003),  Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of  Accounting  Research  Bulletin  No.  51  ("ARB  51"),  which
addresses how a business enterprise should evaluate whether it has a controlling
interest in an entity  though  means other than  voting  rights and  accordingly

                                       24
<PAGE>

should consolidate the entity. FIN 46R replaces FASB  Interpretation No. 46 (FIN
46), which was issued in January 2003.  Before concluding that it is appropriate
to apply ARB 51 voting interest  consolidation model to an entity, an enterprise
must first determine that the entity is not a variable interest entity (VIE). As
of the effective  date of FIN 46R, an enterprise  must evaluate its  involvement
with all  entities or legal  structures  created  before  February  1, 2003,  to
determine whether consolidation requirements of FIN 46R apply to those entities.
There is no  grandfathering  of existing  entities.  Public companies must apply
either FIN 46 or FIN 46R immediately to entities  created after January 31, 2003
and no later than the end of the first  reporting  period  that ends after March
15,  2004.  The adoption of FIN 46 had no effect on the  Company's  consolidated
financial position, results of operations or cash flows.

         In April 2003, FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities.  SFAS 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded  in  other  contracts  and  for  hedging  activities  under  SFAS  133,
Accounting  for  Derivatives  and  Hedging  Activities.  SFAS  149 is  generally
effective for derivative instruments,  including derivative instruments embedded
in certain contracts, entered into or modified after June 30, 2003. The adoption
of SFAS 149 did not have a material impact on the operating results or financial
condition of the Company.

         In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments  with  Characteristics  of Both  Liabilities  and  Equity.  SFAS 150
clarifies the accounting for certain financial  instruments with characteristics
of both liabilities and equity and requires that those instruments be classified
as liabilities in statements of financial  position.  Previously,  many of those
financial  instruments  were  classified  as equity.  SFAS 150 is effective  for
financial  instruments entered into or modified after May 31, 2003 and otherwise
is effective at the beginning of the first interim period  beginning  after June
15,  2003.  On November 7, 2003,  FASB Staff  Position  150-3 was issued,  which
indefinitely  deferred  the  effective  date of SFAS 150 for  certain  mandatory
redeemable  non-controlling interests. As the Company does not have any of these
financial  instruments,  the adoption of SFAS 150 did not have any impact on the
Company's consolidated financial statements.

         In December 2003, the Securities and Exchange  Commission  (SEC) issued
Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. SAB 104 revises or
rescinds  portions  of the  interpretive  guidance  included  in Topic 13 of the
codification of staff  accounting  bulletins in order to make this  interpretive
guidance consistent with current authoritative  accounting and auditing guidance
and SEC rules and  regulations.  The adoption of SAB 104 did not have a material
effect on the Company's results of operations or financial condition.

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
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  September  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.

                                       25
<PAGE>

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.  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.  To
facilitate  the impending  foreclosure  action to be taken by Textron  Financial
Corporation and with the approval of Textron Financial  Corporation,  on July 3,
2003, Ciera Network Systems,  Inc. signed a management  services  agreement with
New Access Communications  giving New Access Communications  complete control of
the existing Ciera customer base. New Access  Communications  was to provide all
telecommunications  services to the  customers  and also  commenced  billing and
collecting  from the  customers.  Ciera layed off the majority of its  workforce
upon signing the management services agreement with New Access Communications.

         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 had vendor  liabilities,  tax
liabilities and other liabilities of approximately  $22,800,000 at September 30,
2003,  exclusive  of amounts  owed to Textron at that time.  Ciera does not have
existing liquidity sufficient to satisfy all amounts owed.

         In lieu of  going  through  the  foreclosure  proceeding,  the  Company
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.  Upon execution of the Mutual
Limited Release with Textron Financial, the Company's assets were reduced by the
amount of approximately $2,611,000,  representing the transfer of all of Ciera's
assets to Textron in lieu of a foreclosure,  and our liabilities were reduced by
approximately $15,920,000 representing the amount we owed Textron under the Loan
Agreement  and  unearned  revenue.  The  Company  has  recorded  a net  gain  of
$13,309,006  for  the  forgiveness  of  the  Textron   Financial  debt  and  the
foreclosure of certain Ciera Network Systems,  Inc.'s assets.  Financial results
and remaining assets and liabilities related to Ciera Network Systems,  Inc. are
presented as Discontinued  Operations in the Company  financial  results for the
period  ended  September  30, 2003.  Prior year  results have been  restated for
Discontinued Operations for comparative purposes.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.  None.

ITEM 5. OTHER INFORMATION.  None.

                                       26
<PAGE>

ITEM 6(A). EXHIBITS.

                 Exhibit 31.1 Certification of Chief Executive Officer
                   and Principal Financial Officer
                 Exhibit 32.1 Certification of Chief Executive Officer
                   and 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 April 14, 2004        By  /s/ Paul E. Licata
                           --------------------------
                           Paul E. Licata
                           Chief Executive Officer, President and
                           Chief Financial Officer
                           /Principal Executive Officer




                                       27