SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year ended: December 31, 2000          Commission File Number 0-16472

                                   COMC, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                     95-4628378
 ------------------------------           --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

       2840 Howe Road, Suite D
        Martinez, California                              94553
 --------------------------------------                 --------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number,
including Area Code:                                 (925) 335-4000

                                   ----------

          Securities registered pursuant to Section 12(b) of the Act:

                                      None

                                   ----------

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock (par value $.01 per share)

                                   ----------

                                 Title of Class

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve (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 ninety (90) days. Yes x No

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
registrant's best knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.[X]

      The aggregate market value of the 7,130,596  shares of outstanding  voting
common  stock held by  non-affiliates  of the  registrant  as of March 22,  2001
(based upon the average bid and asked prices of such  shares) was  approximately
$3,788,129.12,  based on the closing sale price for March 22, 2001,  as reported
on the OTC Bulletin  Board.  Shares of our common stock did not trade from March
23, 2001 to March 30, 2001.  For  purposes of this  calculation,  directors  and
executive  officers  of the  Registrant  and their  affiliates  are deemed to be
affiliates of the registrant.

      The number of shares outstanding of Registrant's  Common Stock as of March
30, 2001 was 17,392,754.

      Certain   matters   discussed   herein  may   constitute   forward-looking
statements,  within the meaning of the Private Securities  Litigation Reform Act
of 1995 and as such may involve risks and uncertainties.  These  forward-looking
statements  relate  to,  among  other  things,   expectations  of  the  business
environment in which the Company  operates,  projections of future  performance,
perceived  opportunities  the  market and  statements  regarding  the  Company's
mission and vision. The Company's actual results,  performance,  or achievements
may  differ  significantly  from  the  results,   performance,  or  achievements
expressed or implied in such forward-looking statements.


<PAGE>

                               Table of Contents

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                                     10KSB

PART 1......................................................................   2
ITEM 1......................................................................   2
ITEM 2......................................................................   8
ITEM 3......................................................................   8
ITEM 4......................................................................   8
PART II.....................................................................   9
Table 1.....................................................................
ITEM 5......................................................................   9
Table 2.....................................................................   9
Table 3.....................................................................
Table 4.....................................................................
Table 5.....................................................................
Table 6.....................................................................
ITEM 6......................................................................  10
ITEM 7......................................................................  13
ITEM 8......................................................................  13
PART III....................................................................  14
ITEM 9......................................................................  14
Table 7.....................................................................  14
Table 8.....................................................................
ITEM 10.....................................................................  15
Table 9.....................................................................  15
ITEM 11.....................................................................  16
ITEM 12.....................................................................  17
ITEM 13.....................................................................  19
PART IV.....................................................................  19
Balance Sheet Assets........................................................ F-3
Balance Sheet Liabilities................................................... F-4
Income Statement............................................................ F-5
Table 13....................................................................
Cash Flow Statement......................................................... F-7
Table 15....................................................................
Table 16....................................................................
Table 17....................................................................
Table 18....................................................................
Table 19....................................................................
Table 20....................................................................
Table 21....................................................................
Table 22....................................................................  22
Table 23....................................................................  23


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

      COMC, Inc. ("COMC", the "Company", "Corporation" "we", or "us"), through
its wholly-owned operating subsidiary ICF Communication Solutions, Inc. ("ICF"),
is a technology service company in the telecommunications industry with a
rapidly expanding regional geographic service coverage area. We design,
implement, support and manage LAN/WAN computer network systems, voice
communication network systems, and premise wiring for both data and voice. In
addition, we distribute and maintain equipment on behalf of major
telecommunication equipment manufacturers. Our target clients are primarily
Fortune 1000 sized enterprises demanding the highest level of service under
project, master and general maintenance contracts to support their complex and
growing national voice and data network systems. In servicing these customers,
we provide highly trained and experienced technicians and design engineers on a
rapid-response basis to meet our customers' telecommunications planning, design,
installation, maintenance and emergency needs. As our customers and other
companies continue their geographic growth, technological expansion and
communications modernization, we will provide them with design, product,
maintenance and personnel on a turnkey, outsource basis.

      In addition to the services described above, our Recruitment Services
division is providing our customers with permanent and temporary technical
professional recruitment and placement services to fill their internal staffing
needs.

      Our assets are our employees. Our investments are in our employees. While
we do not design or take the research and development risk borne by the
manufacturers of the equipment we service, we continue to invest in the latest
training and certification for the networks we support and for data products
designed by Cisco Systems, Inc., Avaya, Inc., Bay Networks (a division of NorTel
Networks) and 3Com, as well as voice products by Avaya, Inc. and NorTel
Networks, Inc.

      The year 2000 was another year of internal growth, integration and
building for us. We reported 2000 revenue, operating income before depreciation
and amortization (EBITDA) and net income of $30.4 million, $2.53 million and
$0.98 million, respectively. This was up significantly from reported 1999
revenue, EBITDA and net losses of $21.10 million, $1.43 million and ($10.57
million), respectively. ICF represented 100% of our revenue in 2000 and 1999.

         We plan to make several acquisitions of data and voice
service/outsourcing businesses, as well as data network consulting and service
companies in key markets. We are currently in discussions with several regional
voice and data networking companies regarding possible acquisitions. We
anticipate financing our acquisitions with a combination of bank debt, seller
financing and common stock.

      Our History

      We were originally incorporated in December of 1978, in the State of
Illinois, under the name Automedix Sciences, Inc. Initially, our purpose was to
research and develop medical technologies for the treatment of cancer and other
medical conditions. In the Spring of 1992, Automedix ceased operations due to
the fact that we were unable to raise capital to continue clinical trials with
respect to a medical device for cancer treatment that Automedix designed. As a
consequence, our then Board of Directors began to investigate the possibility of
a new business direction and to search for viable acquisition or merger
candidates that would enable us to maximize value to our shareholders.

      In November of 1996, we consummated the acquisition of Complete
Communications, Inc., a California corporation ("CCI"). At the time, CCI was
primarily engaged in the business of providing computer network and telephone
system services, which included the design and installation of such networks and
systems. As consideration for the acquisition of CCI, we issued 10,000,000
shares of our Common Stock to John Ackerman, the sole shareholder of CCI. In
connection with this transaction, we changed our name to COMC, Inc.

      In August of 1998, we acquired ICF, a California corporation based in
Martinez, California. At the time that we acquired ICF, ICF was a telephone
service provider with operations that focused on the San Francisco Bay Area and
the western United States. ICF's operations focused on the design, installation,
maintenance, and servicing of data and voice networks. ICF's customer base
included primarily large financial institutions as well as municipalities
located in the greater San Francisco Bay Area. Our acquisition of ICF was part
of our strategy to expand operations and revenues through acquisitions of small
and mid-sized companies that generate most of their revenues through maintenance
service contracts, and that are strategically located in high growth markets,
such as the western and southwestern United States. ICF has become our base of
operations and the source from which all of our revenues are generated. CCI's
entire customer base was absorbed by ICF effective as of August, 1998.

      Effective December 27, 2000, we changed our state of incorporation from
Illinois to Delaware. To effectuate our reincorporation in the State of
Delaware, we merged into COMC, Inc., a Delaware corporation, and we are now
continuing our business as a Delaware corporation. The reincorporation did not
result in any change in our business, assets or liabilities, did not cause our
corporate headquarters or other facilities to be moved and did not result in any
relocation of management or other employees. The reincorporation, which was
approved by more than two-thirds of our shareholders at our annual meeting on
November 28, 2000, has a number of advantages for COMC: the Delaware legislature
is responsive to business needs of corporations and acts quickly to enact
relevant new laws; Delaware has extensive case law on corporate issues, thereby
providing corporations with more certainty about the application of laws in
specific circumstances; Delaware state courts that specialize in corporate law
have developed an expertise in dealing with corporate issues; and Delaware has
developed a sharper definition of director responsibilities so that boards may
act with greater certainty on issues affecting shareholders.

      ICF Communication Solutions

      Today, through ICF's data and voice services division, we provide voice
communications and data network design, equipment sales, installation, systems
integration consulting, and maintenance to Fortune 1000 size companies and


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<PAGE>

municipalities. In addition, through ICF's Recruitment Services division, we
provide technical employee recruitment, leasing and permanent placement
services.

      Founded in 1989 to provide telephone systems and services to Bank of
America, ICF is currently servicing in excess of 250 customers at over 4,000
customer location sites. ICF employs over 250 service professionals and is
headquartered in Martinez, California. ICF has additional sales and service
offices in Burbank and Fresno, California, as well as Houston, Texas, Phoenix,
Arizona, and Birmingham, Alabama.

      Our expertise in voice communications and data networks permits us to
offer customers a wide range of professional services, including network
planning, design, implementation, management, maintenance and optimization. Our
broad range of distribution of various voice and data equipment manufacturers
allows us to serve our customers as a vendor-neutral, single-source provider of
communications equipment and service.

      Through ICF, we currently market our products in the following industry
segments or arenas:

o     Banking;
o     Insurance and Financial Services;
o     Federal, State and Local Government Agencies;
o     Local and Higher Education Institutions;
o     Healthcare, Medical, and Pharmaceutical institutions;
o     Retail and Service Companies;

      We continue to provide local, statewide and regional services for such
clients as Bank of America, Wells Fargo Bank, the University of
California-Berkeley, Southwestern Bell/PacBell/Ameritech, McKesson HBOC, Avaya,
Inc. and ExpaNets.

      Through ICF we distribute the products and services of a number of leading
communications suppliers. In voice systems, we are an authorized Diamond dealer
for Avaya products and service in the State of California, but also provide
service and support for equipment manufactured by NorTel Networks, and NEC. In
data systems, we sell and support Cisco Systems, Avaya, Bay Networks, and 3Com.
In wiring systems, we sell and support Avaya/Systemax, IBM, Siemens,
Krone-Belden and Ortronics. By offering equipment from a variety of vendors, we
can provide businesses with tailored, scalable solutions to all of their
communications needs.

      In 1996, ICF created a Recruitment Services division to provide ICF's
clients with short- and long-term technical consultants, as well as permanent
placement of technical personnel. We specialize in telecommunications and
information systems personnel placements on a national basis, particularly in
the areas of telecom design, administration and maintenance, application
development, project management, operations, facilities engineering, technical
sales and marketing.

      Approximately $27.4 million and $16.3 million of revenues were recorded
for data and voice services during 2000 and 1999, respectively. Approximately
$3.0 million and $4.8 million of revenues were recorded for Recruitment Services
placement fees during 2000 and 1999, respectively.

      Industry and Market Opportunities

      We believe that we are uniquely positioned to take advantage of the
numerous changes and developments in the communications industry described
above, as well as the following anticipated changes and developments described
immediately below:

      --    Innovations in Technology

      Technological innovations are increasing both the supply of and demand for
high-bandwidth telecommunications transmission capacity while also driving
increased integration in voice and data networks. Innovations in optics
technologies, consisting of both higher quality fiber optic cable and improved
transmission electronics, have increased the capacity and speed of advanced
fiber optic networks while decreasing the unit cost of transmission. This
increased capacity and speed, combined with continuing advancements in
microprocessor power, has resulted in the development of bandwidth-intensive
applications, growth in Internet usage and increases in the number of network
users.

      --    Increasing Demand for Communications Services

      We believe that there is and will continue to be significant growth in
demand for long distance data, Internet, voice and video services. The increase
in computing power, number of computers networked over the Internet, and
connection speeds of networked computers are driving tremendous increases in
communications use for Internet and data services. Prices for cellular and
long-distance voice services have decreased, resulting in increased demand for
these services. In addition, cost savings and network efficiencies are driving
demand for more robust voice and data network equipment. We believe video
conferencing, digital television and other multimedia applications being
developed will continue to increase demand for bandwidth.

      --    Increasing Demand for Outsourced Service

      With the rapid increases in demand for communications services, the
acceleration of technologies, the tightening labor market for technical
personnel and the growing cost of information technology/information systems
("IT/IS"), we are experiencing a growing demand for outsourcing and
communications infrastructure personnel from our targeted clients, large and
small. It is becoming increasingly cost efficient for clients to contract for
their services and personnel, versus managing these teams in-house. By retaining
project and administrative management in-house and sub-contracting their voice
and data network maintenance and emergency response, installations and
conversion projects, our clients can better manage their costs.


                                       3
<PAGE>

      --    Deregulation Within the Communications Industry.

      Around the world, the communications industry is experiencing
liberalization. In the U.S., the long distance market became highly competitive
in the 1980s following the break up of AT&T, and the passage of the
Telecommunications Act, which was designed to open local markets to competition.
New companies have formed to compete for markets that have been traditionally
dominated by a very small number of larger providers. Distribution channels have
become more fragmented as the barriers of entry have been removed and new
companies are emerging with new technologies to challenge the historic
gatekeepers of the communications infrastructure. These emerging companies will
need distributors and service providers for their new hardware and software
products. Interconnect service providers of data and voice are leveraging their
existing customer base to provide these companies with a new full service,
vendor-neutral channel.

      --    Increasing Specialization Within the Communications Industry.

      We believe industry specialization will continue to occur as
communications companies focus on their core competencies and outsource non-core
activities. In the interconnect markets, we believe that equipment manufacturers
will increasingly divest their service business units and service providers will
expand beyond their sole equipment manufacturer's representation to become more
vendor-neutral and client focused. We believe that this creates a tremendous
opportunity for a communications service provider such as COMC, which we believe
we are well positioned to take advantage.

      Sales and Marketing

      We have targeted and built a strong base of Fortune 1000 corporations as
clients. The 1000 largest U.S. companies that we target as customers generally
have annual budgets that range between $1 million and $100 million for the
purchase of voice and data products and services to support their regional and
national operations and communications, and to achieve efficiencies and cost
savings. Other clients we target have budgets ranging from $300,000 to $1
million per year.

      We believe that long-term relationships based on quality customer service,
short response time and competitive pricing are the most effective way of
attaining our business objectives. Presently, we are balancing the expansion of
our client base through a more targeted solicitation of new clients in our
existing geographic markets, as well as strategic acquisitions into new
geographic markets. Through a proactive campaign we will also cross-market
telecommunication services with our clients in an attempt to capture a larger
share of our clients' business. Our plan is to establish cross-marketing
agreements with certain local and long distance carriers, hardware and software
development companies, electrical service suppliers and custom data network
consulting firms.

      We work with our clients to transition their communications departments
from in-house personnel to outsourcing whenever possible. Unlike certain of our
competitors, we focus on large corporations that have diversified needs and
substantial pent up demand to outsource their maintenance and service
requirements.

      Our sales personnel are divided between local office sales calls to
coordinated Strategic Account sales programs. Where local sale personnel rely on
relationships and leads, Strategic Account sales personnel approach the Fortune
1000 customer or municipality as a team, including design engineers and project
managers. We intend to hire additional sales personnel to meet our growing local
and national sales efforts. We hope to increase the size of our sales force
significantly through acquisitions as well as an aggressive hiring and training
campaign. It is anticipated that such sales personnel will be compensated on a
commission basis utilizing leads generated through referrals, periodic mailings,
telemarketing and cold calls. We believe that building market share through
direct sales, cross-fertilization of services as well as mergers and
acquisitions will be an effective strategy for growth in the short term.

      Services rendered to our clients are performed primarily under master
contracts. Each master contract contemplates hundreds of individual construction
and maintenance projects valued generally at less than $50,000 each. Master
contracts typically are awarded on a competitive bid basis. We also have
contracts similar to master contracts with certain other clients. In addition to
services rendered pursuant to master contracts, we provide construction and
maintenance on individual projects awarded on a competitive bid basis. While
such projects are generally substantially larger than individual projects
covered by master contracts, such projects typically require the provision of
services similar to those rendered under master contracts. Master contracts may
extend for one to three years. Service agreements are generally terminable by
the customer at any time.

      Our client relationships are with senior executives, chief information or
technology officers, IT/IS managers, or customer purchasing departments. With
our larger customers, we are often one of a few preferred vendors. Once on a
preferred vendor list, our sales personnel are eligible to work directly with
project managers or in-house consultants for additional work orders. To date,
most of our business has been generated through referrals, personal sales calls,
direct mailings and telemarketing. However, we intend to expand our marketing
efforts to include:

o     Improved graphic user interface and development of an advertising presence
      on the World Wide Web;
o     Solicitation of manufacturers for on-line advertising and promotional
      plans;
o     Trade magazine advertising; and
o     Regular participation in user group conferences and business trade shows.


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<PAGE>

      In addition, we will attempt to increase our client base with our
aggressive pricing policy and by acquiring additional distributors, thereby
broadening our product offering. We also intend to add technicians qualified to
service these new products and services and increase our flexibility in both
pricing and in service offerings.

      Products and Services

      We provide a comprehensive array of communications products and services.
Our products and services fall into three categories:

o     Professional Services
o     Network Service and Equipment Sales
o     Recruitment Services

      Professional Services.

      We design, build and operate advanced voice, data and integrated networks.
We plan to leverage our technical and recruiting expertise to provide additional
professional service offerings including outsourcing, advanced call center
applications, network engineering and network consulting. We will continue to
expand these services as client demand for advanced communications solutions
continues to grow.

      We employ highly skilled network engineers with an expertise in data as
well as integrated voice and data networking. Our Network Engineering group
designs networking solutions, implements those solutions and provides ongoing
operational support utilizing standard technologies. We also provide engineers
on a fee-for-service basis for clients who seek to augment their own resources.
We are actively recruiting additional engineers to service our expanding client
base.

      Our network consultants coordinate the operational plans of our clients
with their existing network capacity and capability in order to determine the
communications environment necessary to meet their business needs. Our
consultants provide a complete analysis of existing network status and predict
the impact of future changes on a network and also develop sophisticated
Internet applications.

      Network Service and Equipment Sales.

      We provide service, maintenance and support for our clients' growing data
and voice communications networks, as well as sell and install data and voice
communications equipment. We maintain and service our clients' networks
primarily through annual maintenance plans or through project-specific plans
based on time and materials. We can remotely monitor and manage the voice and
data equipment and network connectivity of our customers 365 days a year, 24
hours a day, through our advanced network management center.

      We also design, build and operate data networks, integrated voice and data
networks and computer telephony integration. To meet our clients' needs, we
evaluate technologies such as Internet protocol, frame relay, DSL and ATM, and
then select, integrate and deploy the appropriate routers, switches, access
devices and other required equipment. The networks we build range from small
local area networks (LAN's) supporting less than 50 users to wide area networks
(WAN's) supporting thousands of users and multiple technologies.

      We offer our clients a variety of voice, telephone and video equipment for
the office environment. We also install, configure and integrate all of the
equipment we purchase on behalf of clients, primarily telephones, switches,
lines and computer servers. The voice systems range from between 15 and 50,000
internal telephone lines. This equipment includes PBX and key systems, building
wiring, call centers, voice mail systems and premise (as opposed to mobile)
wireless systems. We have the capability to install all connection lines
including twisted pair copper (Cat V and VI), ISDN, coaxial cable and fiber
optic, but often sub-contract any electrical wiring activities in connection
with the installation of equipment. However, we intend to bring more of this
electrical activity in-house.

      Recruitment Services Group.

      Our Recruitment Services group provides our clients with short and
long-term technical consultants, as well as permanent placement of technical
personnel. We specialize in telecommunications and information systems industry
nationwide placements, particularly in the areas of telecom design,
administration and maintenance, application development, project management,
operations, facilities engineering, technical sales and marketing. We recruit
our candidates from a variety of sources utilizing our own web site, electronic
and print employment bulletin boards, cold calling and recruiter networking.
Approximately 80% of our Recruitment Services revenues are from leasing
employees on a temporary basis to our clients and 20% of our Recruitment
Services revenues are from permanent placement fees.

      Vendor Relationships

      We have agreements with the voice and data equipment manufacturers listed
immediately below.

o     Avaya: authorized Diamond dealer since January 1998, entire voice and data
      product line;
o     NorTel Networks: authorized service provider/installer since January 1994;
o     Cisco Systems: authorized distributor since January 1997, entire product
      line including switches, hub's and routers;
o     Bay Networks: NorTel Networks data subsidiary product lines;


                                       5
<PAGE>

o     NEC: authorized distributor since January 1994, entire voice and data
      network product line; and,
o     3Com: authorized distributor since January 1997, entire product line
      including NIC cards, hub's and routers.

      Our agreements with the above-referenced voice and data equipment
manufacturers provide for the distribution, resale or integration of products,
and/or acting as agents for these equipment manufacturers. Normally, we receive
volume purchase discounts on these manufacturers' products or services.

      Customers

      We currently support approximately 250 clients at over 4,000 of their
customer sites across a broad range of industries, including banking, retail
distribution and manufacturing, as well as educational, local and federal
government offices and non-profit institutions. Our clients consist primarily of
Fortune 1000 sized companies with employees and workstations between 10,000 and
100,000. In 2000, we also focused on small to medium sized customers with
employees and workstations between 50 and 10,000. We believe that our high level
of customer service has and will continue to enable us to capture an increasing
portion of each of our clients' communications budget in the future.

      Our current customers include Bank of America, Wells Fargo Bank, Bank of
the West, McKesson HBOC, Providian, US West, Western Digital, Western Carlson
Design and Ameriflight. We also have subcontract relationships with Southwestern
Bell/PacBell/Ameritech, Avaya, ExpaNets, Verizon/GTE, Williams Communications,
and Sprint Communications.

      Employees

      As of December 31, 2000, we employed 268 persons at a total of six
different sales and service locations throughout the U.S. Of these, three were
executive officers, 204 were technicians, 6 were engineering personnel, 6 were
engaged in sales, 15 were engaged in managerial, administrative and clerical
activities, and 34 were contract employees on lease to our clients. None of our
employees are represented by a union or collective bargaining agreement, and we
have not experienced any work stoppages.

      In November 1999, our Board of Directors adopted the COMC, Inc. 1999 Stock
Option Plan (the "1999 Plan") and 2,000,000 shares of our common stock were
reserved for issuance under the 1999 Plan. Subsequently, our shareholders
approved the 1999 Plan at our shareholder meeting in November, 2000. Under the
1999 Plan, we granted incentive stock options during 1999 to our employees to
acquire a total of 240,000 shares of our common stock (of which 35,000 have
since been cancelled) at an exercise price of $.50 per share, vesting over a
five year period. During 2000, we granted incentive stock options vesting over a
five year period to employees to purchase an additional 38,000 shares of common
stock (of which 22,500 have since been cancelled) at an exercise price of $.80
per share.

      Competition

      The size of a client, the geographic scope and product platform
preferences of the target client base dictates the competition we face. The
market for both data network and voice communication services and products sales
is highly competitive on a local, regional and national level. Since we are
predominately a service company focusing on maintenance contracts and
installation projects, and based upon the fact that most of the customers we
target are large enough to purchase direct, we seldom compete with larger
equipment distributors on the initial sale of equipment.

      We are trained and certified on most of the legacy and current release
equipment manufactured by Avaya, NorTel Networks, NEC and Toshiba for voice
networks as well as Cisco Systems, Avaya, Bay Networks and 3Com for data
networks. Maintaining expertise in these systems, while remaining vendor
neutral, allows us to competitively bid for service contracts representing
approximately 80% of the installed US base of voice and data network systems. We
obtain a competitive advantage based upon the fact that many of the largest
targeted customers operate their systems on multiple-vendor platforms (for
instance Avaya and NorTel voice switches and Cisco and 3Com data hubs and
routers at the same time) which we can service and maintain under one general
contract. Many of our competitors are limited to only one major voice and/or one
major data vendor relationship and service.

      Our goal as a service company is to continuously expand our geographic
service coverage to a national level, as well as expand upon our growing
expertise within the above highlighted voice and data equipment platforms.

      We face competition in our targeted Fortune 1000 sized and municipal
clients from Verizon/GTE, Electronic Data Systems, Williams Communications, IBM
Global, Claricom, Inacom and AT&T Global. This competition covers larger voice
and data network design, installation, maintenance and monitoring projects and
contracts on a national basis. On a regional basis, we compete with NetVersant,
NetsWork, Metro and Xeta Technologies. This competition covers cabling and voice
service contracts as well as project work for medium and large sized clients in
California, Texas, Arizona, Nevada, New Mexico, Colorado and Utah.

      Overview of the Industry

      Telecommunications is the transmission of data, voice or video signals
across a distance. Data signals connect computers through local area networks,
wide area networks, and the Internet, or connect peripheral devices, such as
facsimile machines and printers. Voice signals usually connect people in
telephone conversations. Video signals include video conferencing and television
signals. Telecommunications services are typically divided into long distance
and local services.


                                       6
<PAGE>

The telecommunications industry includes the configuration, sale, installation
and maintenance of communications equipment, and technical services for the
design and operations of communication networks handling voice, data and video
traffic.

      Recently, the telecommunications industry has been characterized by rapid
technological change, changes in the industry structure and increased demand for
services and equipment. The demand for all types of telecommunications services
has been increasing, with rapid growth in high-speed data services, including
the Internet.

      Many of the largest equipment and service providers have achieved growth
through acquisitions and mergers. These combinations have provided access to new
markets, new products, and economies of scale. Despite this consolidation, the
number of new entrants is increasing and new entrants are gaining market share
from the large and established providers. In this highly competitive
environment, telecommunications providers are increasingly focusing on core
competencies and outsourcing non-core activities to other providers. In the
telecommunications equipment market segment, both Avaya and NorTel Networks have
divested their service and maintenance units in the past two years to focus on
equipment development and sales. This trend is a significant departure from the
traditional integrated model that has prevailed in the industry since its
inception, and has represented an opportunity for us. We are currently a
preferred business to business service provider to Avaya and Expanet (both
former business units of Lucent Technologies) customers, and steadily growing
these relationships. We act as one of several service call operations to meet
the voice and data needs of their existing customer bases.

      Advances in Telecommunications and Networking Technology

      Telecommunications providers transmit voice, data and video signals
primarily over copper, coaxial and fiber optic cables, microwave systems and
satellites. Beginning in the 1960s, microwave systems began to replace copper
cable. By 1990, fiber optic cables had largely replaced copper cable for long
distance transmission. Fiber optic cables use light to transmit information in
digital format through ultra-thin strands of glass. Compared to copper,
fiberoptic cables provide significantly greater capacity at lower cost with
fewer errors and increased reliability.

      Several advances in switching and electronics have further increased the
bandwidth, or transmission capacity, of telecommunications networks. Dense
wavelength division multiplexing (DWDM) transmits multiple light signals through
a single optical fiber and can currently increase the bandwidth of fiber optic
cables by up to 128 times the original fiber optic technology.

      Historically, carriers have built telecommunications networks based on
circuit switching. Circuit switching establishes and keeps open a dedicated path
until the call is terminated. While circuit switching has worked well for
decades to provide voice communications, it does not efficiently use
transmission capacity. Once a circuit is dedicated, it is unavailable to
transmit any other information, even when the particular users of that circuit
are not speaking or otherwise transmitting information. Packet switching is
replacing circuit switching. Packet switching divides signals into small
"packets" which are then independently transmitted to their destination via the
quickest path. Upon their arrival, the packets are reassembled. Packet switching
provides more efficient use of the capacity in the network because the network
does not establish inefficient dedicated circuits, which waste unused capacity.

      New packet networking technologies include Internet protocol (IP),
asynchronous transfer mode (ATM) and frame relay. These technologies operate at
very high speeds ranging from 1.544 megabits per second (or DS-1) to 2.488
gigabits per second (or OC-48) and beyond. By comparison, one voice call
requires roughly 64 kilobits per second. Packet networks are especially
efficient at carrying data signals. ATM service quality controls support
high-quality voice and video signals. Similar quality controls are being
developed for IP.

      Data traffic, whether accommodated by circuit switching or packet
networking, is growing more rapidly than voice traffic. Annual growth in data
traffic is estimated at 25% to 40% per year, whereas voice is growing at 6%,
albeit on a much greater usage base. It is further estimated that by the year
2002, data will account for 95% of all global traffic. The drivers of this
growth are (i) the success of the Internet, (ii) cost and performance
improvements in computing, storage and modems, and (iii) embedded information
and applications (including e-commerce, electronic media, business intranets and
virtual private networks (VPR's)).

      Convergence of Data and Voice Services

      Telecommunications network designs have traditionally created separate
networks using separate equipment for voice, data and video signals. The
evolution from `analog' to `digital' technologies, which convert voice and other
signals into a stream of "1"s and "0"s, eliminates the traditional distinctions
between data, voice and video transmission services. High-bandwidth networks
that use advanced packet-switched technology transmit mixed digital voice, data
and video signals over the same network. This enables telecommunications
customers to use a single device for voice, data and video communications.
Although these devices are new to the market, customer interest and acceptance
are rapidly growing.

      Each evolution, from copper to fiber optic cables, from one to many light
signals, from circuit-switching to packet-switching and from analog to digital
signals, has produced significant increases in network capacity. When considered
together, these evolutions have produced enormous increases in the ability to
transfer large amounts of information across vast distances almost
instantaneously. With each new leap in transmission capacity, end-users have
come to rely on their ability to access and manipulate ever-greater amounts of
information quickly and easily. This reliance has consistently created demand
that outstrips the available capacity.


                                       7
<PAGE>

      Equipment Manufacturing and Distribution Market

      The telecommunications equipment industry in the U.S. has grown
substantially in the last several years through sales to local and long distance
carriers, end-users, Internet and other data service providers. The dramatic
growth of the telecommunications and data networking equipment industry stems in
part from: (a) the development of new technologies which allow systems to
provide integrated voice and data services, and (b) from increased corporate and
household bandwidth demand, which require both established and new carriers to
expand and upgrade their facilities. Manufacturers distribute telecommunications
equipment through their own sales forces as well as through interconnect service
providers as third parties.

      Interconnect Services (Communications and Data Solutions) Market

      Businesses seek solutions to the challenges of selecting, maintaining and
upgrading information and communications technologies and services amid rapid
technological advances. As a result, the demand for consultants' services in
systems integration and communications networks has been growing rapidly.
Businesses such as Williams Communications, Norstar, Inc. and International
Network Services on a national level and COMC on a regional level, assess
customers' communications and information technology needs, evaluate equipment
and services options, procure equipment and services, implement efficient
network solutions and manage the combination of technologies.

ITEM 2. PROPERTIES

      Our headquarters are located at 2840 Howe Road, Suite D, Martinez,
California. We occupy 8,000 square feet at this location in Martinez, of which
approximately 7,000 square feet is dedicated to office space and 1,000 square
feet is dedicated to warehouse space. We pay monthly rent of $8,570 for our
headquarters in Martinez under a lease that will expire in November 2002. ICF
leased an additional 3,700 square feet of office space and 3,200 square feet of
warehouse space at 2840 Howe Road, Suite C. ICF pays monthly rent of $6,750
under the lease for this additional space that was signed in April 2000 and will
expire November 2002. ICF occupies 14,700 square feet in a commercial building
at 1700 West Burbank, Burbank, California. ICF pays a monthly rent of $15,803
under the lease for this space in Burbank under a lease that was signed in July
2000 and expires in July 2005. ICF also occupies an office in a commercial
building at 5201 Mitchelldale, Suite B3, in Houston, Texas, of which
approximately 1,000 square feet is dedicated office space and 1,000 square feet
is dedicated to warehouse space. ICF pays monthly rent of $1,865 for this
property located in Houston under a lease that expired in October 2000, but has
been leased on a month to month basis since. ICF occupies an office in a
commercial building at 2810 S. 24th Street, Suite 111, Phoenix, Arizona, of
which 3,693 square feet is office space and 1,729 square feet is warehouse
space. ICF pays a monthly rent of $3,804 for this property under a lease that
will expire in September 2003. ICF occupies an office in a commercial building
at 2602 S. 24th Street, Suite 102, Phoenix, Arizona, of which 1,100 square feet
is office space. ICF pays a monthly rent of $1,612 for this property under a
lease that will expire in September 2003. ICF occupies an office in a commercial
building at 1788 N. Helm, Suite 107, Fresno, California, of which approximately
1,800 square feet is office space and 700 square feet is warehouse space. ICF
pays a monthly rent of $1,000 for this property located in Fresno under a lease
that will expire in December 2001. Finally, ICF occupies an office in a
commercial building at 2100 Riverchase Center, Suite 214, Birmingham, Alabama of
which 3,693 square feet is office space and 1,729 square feet is warehouse pace.
ICF pays a monthly rent of $3,463 for this property under a lease that will
expire in September 2003.

      While the aggregate leased property is currently meeting our needs, we
anticipate leasing additional space as our company expands.

ITEM 3. LEGAL PROCEEDINGS

      We are currently involved in two separate legal proceedings. The first
involves a claim made by a former employee of ICF, who alleges that he is owed
unspecified commissions and business expenses. We recently received a notice of
claim and conference from the Labor Commissioner for the State of California
concerning this former employee. The notice of claim indicates that the
approximate amount of the commissions and miscellaneous business expenses sought
equal $116,000. Based on the facts currently available, we believe that this
claim is without merit and we will contest this claim vigorously.

      The second legal proceeding involves a claim we have submitted to a former
municipal customer, the City of Los Angeles, for failure to pay invoices in the
approximate amount of $140,000. These invoices related to work performed in 1998
and 1999. We will pursue this claim vigorously.

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

      During the fourth quarter of the fiscal year covered by this report our
Board of Directors submitted the following items to our stockholders for a vote
at the annual meeting of our Stockholders, which was held on November 28, 2000:

      1. The election of a slate Board of Directors proposed by our then
existing Board of Directors to serve until our next Annual Meeting of
Stockholders, or until their successors are elected and qualified;

      2. The approval of a proposal to change our state of incorporation from
Illinois to Delaware;

      3. The approval of the COMC, Inc. 1999 Stock Option Plan, as amended;

      4. The ratification of the grant of stock options to acquire a total of
286,000 shares of our common stock to certain of our key employees under the
COMC, Inc. 1999 Stock Option Plan;


                                       8
<PAGE>

      5. The Ratification of the appointment of BDO Seidman, LLP as our
independent public accountants for the fiscal year ending December 31, 1999.

      Each of these items was submitted to our stockholders through the
solicitation of proxies. Each of these items were approved by the required
percentage vote of our Stockholders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity

      Our Common Stock is quoted Over The Counter on the electronic Bulletin
Board under the symbol "CINJ.OB." The following table sets forth the high and
low bid quotations for our Common Stock through the quarter ended March 31,
2001. Prior to the fiscal quarter ended March 31, 1998, no trading market
existed for our securities. These quotations have been reported by the National
Association of Securities Dealers, Inc. and represent quotations by dealers
without adjustments for retail mark-ups, mark-downs or commissions and may not
represent actual transactions.

                                      Common Stock
         Fiscal Quarter          --------------------
         Ended                    High          Low
         --------------          ------        -----

         March 31, 1999          $2.1250       $.5000
         June 30, 1999           $1.5000      $1.0000
         September 30, 1999      $1.5000       $.7500
         December 31, 1999       $1.5625       $.1250
         March 31, 2000          $2.0000       $.6870
         June 30, 2000           $2.1250       $.8750
         September 30, 2000      $1.7500       $.7125
         December 31, 2000       $1.0310       $.3125
         March 31, 2001           $.7500       $.3750

      On December 31, 2000, our stock did not trade. On December 30, 2000 the
closing price for our Common Stock on the OTC Bulletin Board was $.75 per share.
On December 31, 2000, there were approximately 2,986 registered holders of
record of our Common Stock. This does not include beneficial shareholders whose
Common Stock is held in street name.

Dividend Policy

      We have never declared or paid a cash dividend on our Common Stock. We
intend to retain all earnings for the foreseeable future for use in the
operation and expansion of our business and, accordingly, we do not contemplate
declaring or paying any cash dividends on our Common Stock in the near future.
Payment of future dividends, if any, will be at the discretion of our Board of
Directors after taking into account various factors, including our financial
condition, operating results and current and anticipated cash needs.

Sales of Unregistered Securities

      In July 1998, pursuant to a private placement, we issued units to a number
of foreign financial institutions, which consisted of an aggregate of 1,000,000
shares of Common Stock and warrants to purchase 200,000 shares of our Common
Stock at $2.00 per share until July 31, 2000. These issuance's were exempt from
registration under Rule 506 promulgated under the Securities Act. The total
gross cash proceeds of this offering were $1,500,000. In the same month, an
additional 33,334 shares of our Common Stock and 6,666 warrants were sold to one
U.S. investor on the same terms.

      In connection with the aforementioned private placement, we issued 30,000
shares of Common Stock and 100,000 warrants to purchase Common Stock at $1.50
per share until July 31, 2000 to nominees of an overseas entity that provided
assistance with the completion of this offering. These issuance's were exempt
from registration pursuant to Section 4(2) of the Securities Act.

      In August 1998, we issued an aggregate of 6,493,506 shares of Common Stock
to Messrs. Lincoln and Burns in connection with our acquisition of ICF. These
issuance's were exempt from registration pursuant to Section 4(2) of the
Securities Act.

      In August of 1999, we issued options to acquire a total of 3,651,948
shares of Common Stock in connection with the restructuring of certain debt
obligations to Messrs. Burns and Lincoln and in connection with the hiring of
Mr. Smith. Specifically, Messrs. Burns and Lincoln received options to acquire a
total of 376,623 shares of our Common Stock each, Mr. Smith received options to
acquire a total of 2,463,896 shares of our Common Stock, and Gramercy National
Partners, for its assistance in connection with the aforementioned debt
restructuring and the hiring of Mr. Smith received options to acquire a total of
434,806 shares of our Common Stock. These issuances were exempt from
registration pursuant to Section 4(2) of the Securities Act. Simultaneous with
these option grants, Mr. Ackerman contributed into our treasury 3,651,948 shares
of Common Stock from his personal holdings in order to fund these grants.
Subsequently, in October of 1999, an option for 86,961 shares of Common Stock
was exercised and 86,961 shares of Common Stock were issued from our treasury.


                                       9
<PAGE>

      In November 1999, our Board of Directors adopted the COMC, Inc. 1999 Stock
Option Plan (the "1999 Plan") and 2,000,000 shares of our common stock were
reserved for issuance under the 1999 Plan. Subsequently, our shareholders
approved the 1999 Plan at our shareholder meeting in November, 2000. Under the
1999 Plan, we granted incentive stock options during 1999 to our employees to
acquire a total of 240,000 shares of our common stock (of which 35,000 have
since been cancelled) at an exercise price of $.50 per share, vesting over a
five year period. During 2000, we granted incentive stock options vesting over a
five year period to employees to purchase an additional 38,000 shares of common
stock (of which 22,500 have since been cancelled) at an exercise price of $.80
per share.

      In December 1999, we cancelled 653,455 shares of common stock which had
been recorded as issued to a consultant for services rendered. It was determined
that a certificate for these shares was never issued, that the consulting
services in question were never performed and that the statute of limitations
for claiming these shares had expired.

      From April 17, 2000, through May 15, 2000, we raised approximately
$1,320,000 through a private placement of 1,320,000 shares of our common stock
and options to purchase 660,000 shares of our common stock for $1.00 per share
with various accredited investors (the "Investors"). The options are exercisable
at any time within the next five years. On April 26, 2000, some of the Investors
exercised options and purchased 472,500 shares of common stock under their
option agreements. In connection therewith, 236,250 shares of our common stock
were surrendered to us at the April 26, 2000 OTCBB closing price of $2.00 per
share in a "cashless" transaction and in full payment of $472,500 due from
exercise. Consequently, only 236,250 shares of common stock were issued and
236,250 shares were recorded as a purchase into treasury, as a result of this
exercise of options.

      On June 9, 2000, we filed a Form SB-2 Registration Statement (the
"Registration Statement") with the Securities and Exchange Commission. We filed
an Amended Form SB-2 Registration Statement on June 28, 2000. The Registration
Statement concerned 17,386,456 shares of our common stock, including 306,666
shares of our common stock issuable upon the exercise of warrants and 3,752,487
shares of our common stock issuable upon the exercise of options. The offering
price for the shares registered under the Registration Statement was $1.34 per
share, or such other price as the holders of the shares being registered
determine. The Registration Statement was filed in order to satisfy registration
rights that the Company granted to those shareholders identified in the
Registration Statement as the "Registering Shareholders." We will not receive
any of the proceeds realized from the sale of the common stock registered under
the Registration Statement. However, the Company will receive funds from the
holders of warrants and options related to stock included under the Registration
Statement if and when such warrants and options are exercised. By agreement with
the Registering shareholders, the Company paid all of the expenses in connection
with the Registration Statement, and the registration of the shares covered
thereby (other than underwriters' commissions and discounts, if any). The
Registration Statement became effective on June 29, 2000.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS

      The following discussion of the financial condition and our results of
operations should be read in conjunction with the audited Consolidated Financial
Statements and the Notes thereto included elsewhere in this report. This
discussion contains forward-looking statements that involve risks and
uncertainties.

Overview

      The Company is a technology service company in the telecommunications
industry with an expanding geographic service coverage area. We design,
implement, support and manage LAN/WAN computer network systems, voice
communication network systems, and premise wiring for both data and voice. In
addition, we distribute and maintain equipment on behalf of major
telecommunication equipment manufacturers. Service-related revenues, maintenance
and client outsourcing services, through our wholly owned subsidiary, ICF
Communication Solutions, Inc. ("ICF"), now represents 100% of our total
revenues. Our gross margin varies significantly depending on the percentage of
service revenues versus revenues from the sale and installation of products
(with respect to which we obtain a lower margin). For our major customers, we
typically provide services under contracts with duration of one or more years.

      In addition to the services described above, our Recruitment Services
division provides our customers with permanent and temporary technical
professional recruitment and placement services to fill their internal staffing
needs.

      While we do not design or take the research and development risk borne by
the manufacturers of the equipment we service, we continue to invest in the
latest training and certification for the networks we support. Specifically for
data, we support products designed by Cisco Systems, Inc., Avaya, Inc., Bay
Networks (a division of NorTel Networks) and 3Com. For voice products, we
support products designed by Avaya, Inc. and NorTel Networks, Inc.

Results of Operations:

Dollars in Thousands              Years ended
--------------------              December 31
                                2000       1999
                                ----       ----
     Net Revenues
     ------------


                                       10
<PAGE>

     Data & Voice Services     $27,414    $16,267
     Recruitment Services      $ 2,964    $ 4,829
     ---------------------     -------    ------
        Total Revenue          $30,378    $21,096

      For the twelve months ended December 31, 2000 and 1999, our revenues were
$30,377,800 and $21,095,500, respectively, representing a 44% increase. This
increase was due primarily to a 68.5% increase in Data and Voice Services
revenue for the year, offset by a 38.6% decline in Recruitment Services revenue.
2000 revenues benefited from an overall stable services market for voice and
data, offset slightly by a tightening labor market which did not show signs of
loosening up until late in the fourth quarter. Our significant customers
continued to acquire other businesses throughout the year, increasing their IT
demands and need for conversion project management over a wide geographic
market.

Dollars in Thousands                 Years ended December 31:
--------------------
                                          Gross               Gross
                                         Profit              Profit
                                  2000   Margin     1999     Margin
                                  ----   ------     ----     ------
       Gross Profits
       -------------
       Data & Voice Service    $ 9,590    35.0%    $5,733      35.2%
       Recruitment Services    $ 1,075    36.3%    $1,372      28.4%
       --------------------    -------    ----     ------      ----
       Total Gross Profits     $10,665    35.1%    $7,105      33.7%

      For the twelve months ended December 31, 2000 and 1999, cost of revenues
was $19,712,600 and $13,990,100, respectively, representing an increase of
40.9%. Conversely, our gross profit for the comparable periods was $10,665,200
and $7,105,400, respectively, representing an increase of 50%. Gross profit for
Data and Voice Services were $9,589,700 or 35.0% of revenue, for the twelve
months ended December 31, 2000 as compared with $5,732,800 and 35.2%,
respectively, for the twelve months ended December 31, 1999. The slight change
in margin was due to a more favorable blended pricing mix on large project and
maintenance services throughout the year, offset by a higher utilization of
subcontracted technical labor, which carries much lower profit margins, in the
second half of 2000. Gross profit and margin for Recruitment Services were
$1,075,500 and 36.3%, respectively for the twelve months ended December 31, 2000
as compared with $1,372,600 and 28.4%, respectively, for the twelve months ended
December 31, 1999. The increase in margin was due to a higher percentage of
permanent placement revenue as compared to the prior period, which had
significantly higher margin, as well as more favorable contractor pricing.

      Selling, general and administrative ("SG&A") expenses increased 21.3% from
$6,711,200 for the twelve months ended December 31, 1999 to $8,139,700 for the
twelve months ended December 31, 2000. The increase in year over year comparable
quarters was due to a planned expansion of our sales and marketing team
company-wide, development of an in-house training institution, internal
recruiting staff to meet our demand for technicians, and other one-time
administrative expenses during fiscal year 2000. We suspended our direct sales
activity in the first quarter of 2001, until we refine our direct sales and
strategic account management business plans. Our former sales and marketing team
did not generate incremental revenues and gross profits in 2000, and we will not
be resuming such sales costs until a more appropriate sales team can be
recruited. Total estimated costs related to our former direct sales team, as
well as excess training and development expenses, were in excess of $490,000
during the calendar year. Internal recruiting has been responsible for
recruiting and retaining in excess of 80 technicians and other critical staffing
positions throughout our Company in 2000. One-time expenses related to the
termination of an executive, in addition to partial-year compensation, was in
excess of $240,000 during the year. Additional one-time expenses relating to
unsuccessful acquisition attempts exceeded $100,000, while expenses related to
our SB-2 registration statement in June 2000 exceeded $26,500.

      Included in our annual SG&A expenses are our holding company expenses,
which decreased by $710,700 from $1,901,700 for the twelve months ended December
31, 1999 to $1,191,000 for the twelve months ended December 31, 2000. The
decreased expense was due primarily to stock-based compensation of $1,239,200 in
1999, offset by legal and accounting costs related to merger and acquisition
activities in 2000, as well as additional comparable executive salaries, which
were only recorded for the last four months of 1999. In 1999, we recognized a
compensation expense of $1,034,800 relating to the intrinsic value of certain
stock options granted to an officer of the company, and $204,400 in consulting
expense relating to the intrinsic value of certain other stock options granted
to an advisor to the Company, which were both treated as noncash expenses. SG&A
expenses for ICF's operations increased from $4,809,500 for the twelve months
ended December 31, 1999 to $6,948,700 for the twelve months ended December 31,
2000.

      Noncash expenses include depreciation, amortization, and a charge for the
impairment of long-term asset as discussed below:

      Depreciation expenses were $253,700 and $207,500 for the twelve months
ended December 31, 2000 and 1999, respectively. This slight increase was due to
the purchase of additional field service and new office equipment. We expect
that depreciation will continue to increase in dollar terms as a result of
additional investments in capital equipment required to support the anticipated
growth in our business.

      Amortization expense and other non-cash charges were $16,100 and
$10,938,500 for the twelve months ended December 31, 2000 and 1999,
respectively. The reduction of amortization in 2000 was primarily due to the
write-off of goodwill in the fiscal year ended December 31, 1999. In December
1999, we assessed the recoverability of certain of our long-lived assets, namely
goodwill. We estimated the fair value of our goodwill based on comparable assets
within the industry, our economic outlook and discounted future cash flows.
These procedures resulted in the determination that the aforementioned asset had
been permanently impaired, and a charge to earnings of $10,382,300 resulted in
1999 with the write-off of all of our amortizable goodwill.


                                       11
<PAGE>


Dollars in Thousands                Twelve Months ended
--------------------                    December 31
                                      2000       1999
                                      ----       ----

Operating Income Before
  Depreciation and Amortization      $2,526     $394

      For the year ended December 31, 2000, Operating Income Before Depreciation
and Amortization ("EBITDA") increased 541% to $2,525,500 from $394,200 in the
comparable fiscal year ended December 31, 1999. Adjusted for one-time expenses
in the aggregate of $859,000 during fiscal year 2000, we would have experienced
a 759% increase in EBITDA to $3,384,500 for the year 2000.

      EBITDA represents operating income before deductions for depreciation and
amortization. EBITDA has been presented because we believe it is commonly used
by investors to analyze operating performance and to determine a company's
ability to incur or service indebtedness. EBITDA should not be considered in
isolation or as a substitute for net income, cash flow from operations or any
other measure of income or cash flow that is prepared in accordance with
generally accepted accounting principles, or as a measure of a company's
profitability or liquidity. In addition, our definition of EBITDA may not be
identical to similarly entitled measures used by other companies.

      Interest Income increased from $9,000 for the fiscal year ended December
31, 1999 to $209,500 for fiscal year ended December 31, 2000 due to
significantly higher average daily cash balances from increased customer
deposits throughout the year.

      Interest Expense increased for fiscal year ended December 31, 2000 to
$637,600 from $619,300 for the fiscal year ended December 31, 1999. Interest
Expense for our bank borrowings declined from $221,900 in 1999 to $202,700 in
2000 due to lower utilization on our line of credit borrowings. Interest Expense
- Related Party increased to $434,900 from $397,400 due to the acceleration of
amortization expenses from capitalized costs associated with the our Related
Party Loans. $2,750,000 of these loans were repaid during the year.
Approximately $268,300 related to amortization charges, while $166,600 was
actual interest expense paid on the Related Party Loans.

      Other Income (Expense) is comprised mostly of bank fees and charges
associated with our line of credit, offset by miscellaneous income for the
period, which resulted in an expense of $2,200 for fiscal year ended December
31, 2000, versus an expense of $18,200 for the fiscal year ended December 31,
1999.

      An Income Tax provision of $845,100 was taken for the fiscal year ended
December 31, 2000 due to increased earnings for the year.

      Net Income increased to $980,300, or $.05 per share, fully-diluted, for
the fiscal year ended December 31, 2000 versus a Net Loss of $11,605,000 for the
fiscal year ended December 31, 1999.

Liquidity and Capital Resources

      Cash and cash equivalents decreased to $331,500 at December 31, 2000
compared to $385,100 at December 31, 1999.

      Cash Flows From Operating Activities: For the twelve months ended December
31, 2000, cash provided by operating activities was $2,132,300 which resulted
primarily from our net income for fiscal year 2000 of $980,300, increased by
non-cash charges of $507,100, decreased by our growth in operating assets of
$4,020,100 and increased by our growth in liabilities, primarily increases in
customer deposits and payables of $4,665,000.

      Accounts receivable increased $3,813,100 due to greater activity in fiscal
2000 as well as overall growth in our business. Payables and accruals increased
$2,085,000 due to greater purchases and accrued payroll, as well as an increase
in customer deposits of $2,580,000.

      Cash Flows From Investing Activities: For the year ended December 31,
2000, net cash used for investing activities was $842,200 as a result of
$810,800 in new equipment purchases and leasehold improvement, and deposit
increases of $32,400, offset by proceeds from sales of capital assets of $1,000.

      Cash Flows From Financing Activities: For the year ended December 31,
2000, net cash used from our financing activities was $1,343,700, due primarily
from the prepayment of Notes to Officers in the amount of $2,750,000 in the
second quarter, partially funded in the amount of $100,500, with our line of
credit and a private sale of $1,320,000 worth of our common stock. An additional
$14,200 of long term debt was also paid in the year.

      In September of 1999, ICF secured a $3 million Line of Credit facility
("Line of Credit Facility") with Coast Business Credit, a division of Southern
Pacific Bank. This credit facility has a two-year term and all amounts borrowed
will accrue interest at the bank's prime rate plus 2%. The Line of Credit
Facility is secured by substantially all of ICF's assets and contains customary
covenants and restrictions. The Line of Credit Facility is being used to support
working capital and may be used to finance small acquisitions.

      Our long-term liabilities include $750,000 in Related Party Notes Payable.
In consideration for the sale of ICF to us, the two principal owners of ICF,
William M. Burns and Charles E. Lincoln, received an aggregate of $14,000,000,
payable as follows: $1,500,000 in cash at the closing of the transaction;
$1,500,000 in promissory notes due and payable January 5, 1999, secured by all
of our accounts receivable; $1,000,000 in promissory notes due and payable
January 4, 1999; $1,000,000 in promissory notes due and payable August 17, 1999;
and 6,493,506 shares of our common stock valued at $9,000,000 or $1.386 per
share. We were unable to pay off the January 4, 1999, and January 5, 1999,
promissory notes as of their maturity dates. On August 10, 1999, we entered into
an agreement with Messrs. Burns and Lincoln, to refinance these notes with new
notes under different terms and conditions. Specifically, we agreed with Messrs.
Burns and Lincoln to extend the term of each note to three years, payable in
full on the third anniversary (i.e., August 10, 2002). Interest is accruing at
10% per annum on these Notes and is paid monthly. On April 23, 2000, we prepaid
the promissory notes due to Mr. Lincoln in full, amounting to $1,750,000 plus
accrued interest, in connection with the termination of Mr. Lincoln's
employment. On May 10, 2000, we partially prepaid the promissory notes due to
Mr. Burns in the amount of $1,000,000 plus accrued interest, bringing the
current total of Related Party Notes Payable to $750,000.


                                       12
<PAGE>


      From April 17, 2000, through May 15, 2000, we raised approximately
$1,320,000 through a private placement of 1,320,000 shares of our common stock
and options to purchase 660,000 shares of our common stock for $1.00 per share
with various accredited investors (the "Investors"). The options are exercisable
at any time within the next five years. On April 26, 2000, some of the Investors
exercised options and purchased 472,500 shares of common stock under their
option agreements. In connection therewith, 236,250 shares of our common stock
were surrendered to us at the April 26, 2000 OTCBB closing price of $2.00 per
share in a "cashless" transaction and in full payment of the $472,500 due from
exercise. Consequently, only 236,250 shares of common stock were issued as a
result of this exercise of options. As of December 31, 2000, and based upon the
above referenced transactions, we have a total of 21,193,991 shares of common
stock issued, of which 3,801,237 are held in Treasury.

      Our net working capital at December 31, 2000 was a positive $2,157,800, a
decrease of $760,700 over December 31, 1999. We believe that our current cash
flow from operations plus our present sources of liquidity from current assets,
and funds from the Line of Credit Facility, will be sufficient to finance
operations for the foreseeable future and meet our short-term obligations.

      We have depended on a few large customers for the majority of our revenue
to date. A loss of any one could have a material effect on our liquidity. While
from time to time we may experience delays in the collection of our accounts
receivable from our major customers, due to the quality of these major
customers, the collectability of our accounts receivable has not been a problem.

Year 2000 Compliance

      We converted all of our information systems to be Year 2000 compliant.
During 1999, we incurred approximately $140,000 to complete the information
system conversions. To date, we have not incurred any complications or adverse
effects on our business from Year 2000 software failures.

Seasonality and Inflation

      Our business is generally not impacted by seasonality, however, the first
quarter of the calendar and our fiscal year is generally our slowest period. Our
management does not believe that the effects of inflation will have a material
impact on us, nor is our management aware of changes in prices of materials or
other operating costs or in the selling price of our services and products that
will materially effect us.

ITEM 7. FINANCIAL STATEMENTS

      The financial statements are included herein commencing in Part IV of this
report.

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

     None.


                                       13
<PAGE>


                                    PART III

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

Officers and Directors

      Our officers and directors are as follows:

Name                      Age          Position
----                      ---          ---------------------------
John J. Ackerman          43           Chairman of the Board
Paul M. Bakker            41           Director
William M. Burns          42           Chief Operating Officer, Director
Paul E. Graf              33           Director
Patrick J. Guarino        58           Director
Christopher R. Smith      37           Chief Executive Officer, President,
                                         Chief Financial Officer, Director

      John Ackerman, age 43, is the founder of COMC, Inc. and has been our
Chairman and a member of our Board since November 1996, and served as our Chief
Executive Officer from November 1996 until October 1999. Mr. Ackerman founded
and was the President and Chief Executive Officer of Complete Communications,
Inc., a California corporation ("CCI") and the predecessor of COMC, Inc. Prior
to founding CCI, Mr. Ackerman held a senior position at London-based Justwise
Limited, overseeing that firm's European sales and operations.

      Paul M. Bakker, age 41, co-founded Cheslock, Bakker & Associates, Inc.
("CBA") in 1993 and manages CBA's mortgage lending and CMBS issuance units. Mr.
Bakker created CBA's core risk control systems as well as more than 500
proprietary transaction structuring and valuation models employed in CBA's
disciplined investment service. Mr. Bakker has more than 15 years experience in
both real estate and corporate finance. Prior to co-founding CBA, Mr. Bakker was
a consultant at USGI Capital Markets, a Vice President at CS First Boston, and a
Director of Kouri Capital, a European-based leverage buy-out and mergers and
acquisitions firm. Mr. Bakker has been a member of the American Economic
Association since 1980, and from 1991 to 1993, he served on the Board of
Directors of Bond Technologies. A 1980 graduate of Whitman College, Mr. Bakker
completed course work for a Ph.D. in Economics at New York University. Mr.
Bakker was both a Research Assistant and a Research Fellow at NYU and taught
Economics at NYU and Yeshiva University in 1982 and 1983.

      William M. Burns, age 42, is our Chief Operations Officer, Secretary and
one of our Directors. Mr. Burns became one of our Directors in 1997. Mr. Burns
was also a co-founder in 1989 of and is now the President and CEO of our wholly
owned subsidiary ICF. Mr. Burns has over eighteen years of experience in the
communications industry, starting ICF's predecessor in 1988. Prior to that, Mr.
Burns held technical and management positions at the PacTel-PacBell Company.
Prior to that he was employed at John Jackson Enterprises in Sacramento from
1978 through 1986. Mr. Burns attended four years of college at Rockland,
California.

      Paul E. Graf, age 33, is founder, Chairman and CEO of Portalvision, Inc.,
an internet community software development company incorporated in August, 1999.
He is also a private investor and has served on the Board of Directors of MD
Choice.com since 1999, Big Storage Inc.com since 1999 and various other private
enterprises. Prior to Portalvision, Mr. Graf was a Public Equity Portfolio
Manager and Venture Capital investor with Graf Repetti & Co. in New York, NY
from 1997 to 1999. Prior to that he was the Founder and President of
International Arts, Inc. from 1992 to 1997. Mr. Graf received his BS in Business
from Lehigh University in 1989.

      Patrick J. Guarino, age 58, is a partner at Gramercy Equity LLP
("Gramercy"), a boutique venture capital group located in New York, N.Y. Prior
to joining Gramercy he was Executive Vice President and general counsel of
Ultramar


                                       14
<PAGE>

Diamond Shamrock Corporation ("UDSC"), a Fortune 200 independent petroleum
refining and marketing company listed on the New York Stock Exchange. UDSC was
the result of a merger between Ultramar Corporation and Diamond Shamrock, Inc.,
in 1996. Prior to this merger, Mr. Guarino was the Senior Vice President,
General Counsel and Chief Administrative Officer of Ultramar Corporation. Prior
to becoming Senior Vice President, he was primarily involved in mergers and
acquisitions and held executive positions and served on the boards of Ultramar's
operating subsidiaries in the US, Europe and Asia. Prior to joining Ultramar in
1974, Mr. Guarino was in private practice with a New York City law firm. In
addition, Mr. Guarino holds a BA degree from the City University of New York,
and JD degree from Brooklyn Law School, Mr. Guarino completed an international
business management program at Oxford University in England.

      Christopher R. Smith, age 37, is our Chief Executive Officer, President,
Chief Financial Officer and one of our Directors. Mr. Smith is responsible for
our day to day management, acquisitions, strategic planning and financial
reporting. Mr. Smith became one of our Directors in November of 1999. Prior to
joining us in 1999, Mr. Smith spent over seven years as a Managing Director with
Wafra Partners, L.P., a New York-based private equity investment fund. Prior to
joining Wafra, Mr. Smith was a Vice President with Kouri Capital, Inc., a
private merchant bank group. Mr. Smith also held senior positions with Lambert
Brussels Capital Corp. (an affiliate of Drexel Burnham Lambert) and First Union
Corporation. Mr. Smith earned his degree in finance and accounting from Florida
State University in 1985.

Board of Directors

      Our By-laws provide that our Board of Directors shall be composed of five
to seven members. Each director is elected at our annual meeting of stockholders
and holds office until the next annual meeting of stockholders, or until his
successor is elected and qualified. Our By-laws permit the Board of Directors to
fill any vacancy and the new director may serve until the next annual meeting of
stockholders or until his successor is elected and qualified. Currently our
Board of Directors consists of John J. Ackerman, Chairman, Paul M. Bakker,
William M. Burns, Paul E. Graf, Patrick J. Guarino and Christopher R. Smith.

Committees of the Board

      Our Executive Committee is made up of our entire Board of Directors, while
our Audit Committee, Compensation Committee, and Option Committee is made up of
Paul M. Bakker, Paul E. Graf, and Patrick J. Guarino. These committees meet at
least quarterly, just prior to our regularly scheduled quarterly Board meetings.

Officers

      Officers are elected by our Board of Directors and their terms of office
are, except to the extent governed by employment contracts, at the discretion of
the Board. Presently, John J. Ackerman is our Chairman, Christopher R. Smith is
our Chief Executive Officer, President and Chief Financial Officer, and William
M. Burns is our Chief Operations Officer. These positions were reaffirmed by the
Board of Directors at the November 28, 2000 Board meeting.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities  Exchange Act of 1934 requires our officers
and directors,  and persons who own more than ten percent of a registered  class
of our equity  securities  to file reports of ownership and changes in ownership
with the Securities  and Exchange  Commission.  Officers,  directors and greater
than ten-percent  shareholders are required by SEC regulation to furnish us with
copies of all Section  16(a) forms they file.  Messrs.  Ackerman and Bakker have
made all  necessary  16(a)  filings but Mr.  Ackerman did not file a Form 5 in a
timely  manner and Mr.  Bakker did not file Form 3 in a timely  manner.  Messrs.
Graf and Guarino  have not filed all  necessary  16(a)  reports,  but are in the
process of doing so. The Lincoln Trust has complied with all applicable  Section
16(a) filing  requirements,  but also failed to file a Form 5 in a timely manor.
There were no transactions to report with respect to any of these individuals or
The Lincoln Trust.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation

      The following table sets forth the compensation we and/or ICF have paid or
accrued to all executive officers during the fiscal years ended December 31,
1998, 1999 and 2000:

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE(1)(2)
----------------------------------------------------------------------------------------------------------------
                                                          Annual Compensation            Long-Term Compensation
----------------------------------------------------------------------------------------------------------------
          (a)                    (b)                  (c)                  (d)                     (e)
------------------------- ------------------- -------------------- --------------------  -----------------------
                              Year Ended
Name/Principal Position      December 31          Salary ($)            Bonus ($)        Restricted Stock Awards
=======================   =================== ==================== ====================  =======================
<S>                              <C>               <C>                   <C>                        <C>
John Ackerman                    2000              135,000               25,000                    -0-
Chairman, COMC and ICF    ------------------- -------------------- --------------------  -----------------------
Chief Operating Officer,         1999              137,692                 -0-                     -0-
  ICF (3)                 ------------------- -------------------- --------------------  -----------------------

                                 1998              180,262                 -0-                     -0-
                          ------------------- -------------------- --------------------  -----------------------
Christopher R. Smith             2000              150,385               25,000                    -0-
Chief Executive Officer
President, & CFO,         ------------------- -------------------- --------------------  -----------------------
</TABLE>


                                       15
<PAGE>

<TABLE>
<S>                              <C>                <C>                     <C>                <C>
 COMC,  Executive                1999               44,135                 -0-                 2,463,896
Vice President ICF        ------------------- -------------------- --------------------  -----------------------
                                 1998                -0-                   -0-                     -0-
----------------------------------------------------------------------------------------------------------------
William M Burns                  2000              150,385               25,000                    -0-
Chief Operating           ------------------- -------------------- --------------------  -----------------------
Officer, COMC                    1999              135,000                 -0-                   376,623
President and CEO, ICF    ------------------- -------------------- --------------------  -----------------------
                                 1998               31,731               40,000                    -0-
----------------------------------------------------------------------------------------------------------------
Charles E. Lincoln               2000              241,863                 -0-                     -0-
President, CEO, COMC      ------------------- -------------------- --------------------  -----------------------
                                 1999              135,000                 -0-                   376,623
                          ------------------- -------------------- --------------------  -----------------------

                                 1998               31,731               40,000                    -0-
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   As to any named officer or director or group of executive officers, the
      above compensation does not include the use of an automobile and other
      personal benefits; the total value of which does not exceed the lesser of
      $50,000 or 10% of such person's or persons' cash compensation.
(2)   Pursuant to the regulations promulgated by the Securities and Exchange
      Commission, the table omits columns reserved for types of compensation not
      applicable to us.
(3)   Mr. Ackerman resigned as President in August 1998. Mr. Ackerman resigned
      as Chief Executive Officer in October 1999. Since October 1999, Mr.
      Ackerman has acted as the Chairman of our Board of Directors of COMC.
      Since November 2000, Mr. Ackerman has acted as the Chief Operations
      Officer of ICF.

      For discussion on options held and employment contracts for executive
officers, see Item 11 below.

Aggregate Option Exercises in 2000 and Fiscal Year-End Option Values

      From April 17, 2000, through May 15, 2000, we raised approximately
$1,320,000 through a private placement of 1,320,000 shares of our common stock
and options to purchase 660,000 shares of our common stock for $1.00 per share
with various accredited investors (the "Investors"). The options are exercisable
at any time within the next five years. On April 26, 2000, some of the Investors
exercised options and purchased 472,500 shares of common stock under their
option agreements. In connection therewith, 236,250 shares of our common stock
were surrendered to us at the April 26, 2000 OTCBB closing price of $2.00 per
share in a "cashless" transaction and in full payment of the $472,500 due from
exercise. Consequently, only 236,250 shares of common stock were issued as a
result of this exercise of options. As of December 31, 2000, and based upon the
above referenced transactions, we have a total of 21,193,741 shares of common
stock issued, of which 3,801,237 are held in Treasury.

      No options granted to employees, officers and directors were exercised
during the year ended December 31, 2000.

Fiscal Year-End Option Values

      The following table shows the value of unexercised stock options held by
the executive officers named in the Summary Compensation Table as of December
31, 2000. No options held by such individuals were exercised during 2000.

<TABLE>
<CAPTION>
                             Number of Shares of Common            Value of Unexercised
                            Stock Underlying Unexercised           In-the-Money Options
                            Options at December 31, 2000          at December 31, 2000(1)
                            ---------------------------------------------------------------
Name                        Exercisable    Unexercisable       Exercisable    Unexercisable
----                        -----------    -------------       -----------    -------------
<S>                           <C>                     <C>       <C>                      <C>
Christopher R. Smith .....    2,463,896               --        $1,650,810               --
William M. Burns .........      376,623               --        $  252,337               --
Charles E. Lincoln .......      376,623               --        $  252,337               --
</TABLE>

----------
(1)   Market value of underlying securities at exercise date or fiscal year end,
      as the case may be, minus the exercise price.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table below sets forth, as of December 31, 2000, information regarding
the beneficial ownership of our Common Stock based upon the most recent
information available to us for: (i) each person known by us to own beneficially
more than five (5%) percent of our outstanding Common Stock after giving effect
to all exercisable stock options and warrants, (ii) each of our officers and
directors and (iii) all of our officers, directors and 5% shareholders as a
group. Unless otherwise indicated in the footnotes, the address for all parties
is c/o COMC, Inc., 2840 Howe Road, Suite D, Martinez, CA 94553.

                                       Shares Owned Beneficially
                                              and of Record
                                 ---------------------------------------
                                                    No. of        % of
Name                             Class         Shares Owned       Total
--------------------             -----         ------------       -----

John J. Ackerman (1)             Common Stock     3,333,052       15.90%
William M. Burns (2)             Common Stock     3,623,376       17.28%
Charles E. Lincoln (3)           Common Stock     3,623,376       17.28%
Christopher R. Smith(4)          Common Stock     2,663,896       12.71%
Marvin P. Loeb (5)               Common Stock     1,544,298        7.37%
Paul M. Bakker                   Common Stock        75,000         .36%
Paul E. Graf                     Common Stock       125,000         .60%
Patrick J. Guarino               Common Stock        15,000         .07%

All Five Percent Holders,        Common Stock    15,002,998       71.59%
Officers and Directors as a
Group (8 persons)

(1) Includes 500,000 shares that Mr. Ackerman has the power to vote pursuant to
irrevocable proxies granted to Mr. Ackerman from two individuals to whom a
portion of Mr. Ackerman's stock was transferred in a private transaction. On
October 20, 2000, Mr. Lincoln, a former employee and Director, along with his
wife, Carolyn D. Lincoln as trustees to The Lincoln Family Trust ("Trust"),
appointed John J. Ackerman, William M. Burns, Christopher R. Smith, or any two
of them, as


                                       16
<PAGE>

the proxy of the Trust for certain matters that may come before the stockholders
for a vote. The terms and conditions of this proxy are described under the
heading "Shares Available for Future Sale" immediately below.

(2) Includes 3,246,753 shares of Common Stock held by a trust of which Mr. Burns
is a trustee and beneficiary, and 376,623 shares of which Mr. Burns has the
right personally to purchase upon exercise of options that are currently
exercisable. On October 20, 2000, Mr. Lincoln, a former employee and Director,
along with his wife, Carolyn D. Lincoln as trustees to The Lincoln Family Trust
("Trust"), appointed John J. Ackerman, William M. Burns, Christopher R. Smith,
or any two of them, as the proxy of the Trust for certain matters that may come
before the stockholders for a vote. The terms and conditions of this proxy are
described under the heading "Shares Available for Future Sale" immediately
below.

(3) Includes 3,246,753 shares of Common Stock held by a trust of which Mr.
Lincoln is a trustee and beneficiary, and 376,623 shares of which Mr. Lincoln
has the right personally to purchase upon exercise of options that are currently
exercisable. On October 20, 2000, Mr. Lincoln, a former employee and Director,
along with his wife, Carolyn D. Lincoln as trustees to The Lincoln Family Trust
("Trust"), appointed John J. Ackerman, William M. Burns, Christopher R. Smith,
or any two of them, as the proxy of the Trust that may come before the
stockholders for a vote. The terms and conditions of this proxy are described
under the heading "Shares Available for Future Sale" immediately below.

(4) Includes 200,000 shares of Common Stock that Mr. Smith owns of record, and
2,463,886 shares Mr. Smith has a right to purchase upon exercise of options that
are currently exercisable. On October 20, 2000, Mr. Lincoln, a former employee
and Director, along with his wife, Carolyn D. Lincoln as trustees to The Lincoln
Family Trust ("Trust"), appointed John J. Ackerman, William M. Burns,
Christopher R. Smith, or any two of them, as the proxy of the Trust that may
come before the stockholders for a vote. The terms and conditions of this proxy
are described under the heading "Shares Available for Future Sale" immediately
below.

(5) Includes 56,127 shares of Common Stock held by the Marvin P. Loeb
Irrevocable Living Trust, of which Mr. Loeb is the sole trustee, and by Mr. Loeb
as nominee for his children. Mr. Loeb disclaims beneficial ownership in such
shares.

Shares Available for Future Sale

      In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including one of our
affiliates (or persons whose shares are aggregated with an affiliate of ours),
who has owned restricted shares of Common Stock beneficially for at least one
year is entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of 1% of the total number of outstanding shares of
the same class or the average weekly trading volume of our Common Stock on all
exchanges and/or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the date on
which notice of the sale is filed with the Commission. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about us. A person who has not been
one of our affiliates for at least the three months immediately preceding the
sale and who has beneficially owned shares of Common Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.

Transfer Agent

      American Stock Transfer & Trust Company, 40 Wall Street, New York, New
York 10005, acts as Transfer Agent for our Common Stock.

Market for Our Securities

      The Common Stock is currently included for quotation on the OTC Bulletin
Board under the symbol CINJ.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

      On August 17, 1998, we consummated the acquisition of ICF. Under the terms
of the Agreement and Plan of Merger dated July 24, 1998 (as amended on August 3,
1998, the "Agreement") ICF merged with and into our wholly owned subsidiary,
COMC Acquisition Corp., which we created for purposes of this transaction (the
"Merger"). Immediately following the Merger, we changed the name of COMC
Acquisition Corp. to ICF Communication Solutions, Inc. As consideration for the
Merger, the two principals of ICF, Charles Lincoln and William Burns, received
an aggregate payment valued at $14,000,000, as follows: $1,500,000 in cash at
the closing of the transaction; $1,500,000 in promissory notes due


                                       17
<PAGE>

and payable January 5, 1999 secured by all accounts receivable of ICF;
$1,000,000 in promissory notes due and payable January 4, 1999; $1,000,000 in
promissory notes due and payable August 17, 1999; and 6,493,506 shares of Common
Stock valued in the aggregate at $9,000,000 or $1.386 per share. We also agreed
to use our best efforts to register the shares of Common Stock issued in
connection with the Merger.

      Under the Agreement, and pursuant to separate two-year employment
agreements, Messrs. Lincoln and Burns were elected to our Board of Directors.
Mr. Lincoln was also elected as our President and as the Chief Executive Officer
of ICF. Mr. Burns was elected as our Chief Operations Officer and as the
President of ICF.

      Messrs. Burn's and Lincoln's employment agreements provided, among other
things, that they would each receive annual salaries of $135,000, as well as
annual bonuses at the discretion of the our Board of Directors. Messrs. Burns
and Lincoln have both recently changed their positions with us and ICF as a
result of a recent restructuring, which is described below.

      In August of 1999, and as part of an overall restructuring of certain of
our outstanding debt obligations to Messrs. Burns and Lincoln, we entered into a
series of agreements related to such debt obligations. We also entered into an
employment agreement with Mr. Smith on August 10, 1999, which provided for Mr.
Smith to commence employment as our Chief Financial Officer on August 23, 1999,
along with another group of related agreements. The agreements which we entered
into as of August 10, 1999, may be summarized as follows:

      (i) two separate loan agreements, one between us and Mr. Burns, and the
other between us and Mr. Lincoln, pursuant to which we restructured our debt
obligations to Messrs. Burns and Lincoln and extended the re-payment term of our
debt obligations to August 10, 2002;

      (ii) two separate promissory notes, pursuant to which we memorialized our
obligation, as restructured, to repay a total of $1,750,000 to Mr. Burns and
$1,750,000 to Mr. Lincoln at a fixed annual rate of interest of 10%;

      (iii) an employment agreement with Mr. Burns, pursuant to which we agreed
to employ Mr. Burns for a term of two years at an annual base salary of $135,000
as our Secretary and Chief Operations Officer, and President of ICF;

      (iv) an employment agreement with Mr. Lincoln, pursuant to which we agreed
to employ Mr. Lincoln for a term of two years at an annual base salary of
$135,000 as our President, and CEO of ICF;

      (v) nine separate Stock Purchase Agreements, pursuant to which various
accredited investors, including Mr. Smith, acquired a total of 1,015,000 shares
of Common Stock from Mr. Ackerman;

      (vi) a Contribution Agreement by and between us and Mr. Ackerman pursuant
to which Mr. Ackerman contributed 3,651,948 outstanding shares of Common Stock
to us in order to fund options we granted to Messrs. Burns, Lincoln and Smith,
and Gramercy National Partners, LLC ("Gramercy");

      (vii) four separate stock option agreements, pursuant to which we granted
Messrs. Burns, Lincoln, Smith, and Gramercy options to acquire a total of
3,651,948 shares of Common Stock;

      (viii) a Registration Rights Agreement, pursuant to which we granted
certain registration rights to Messrs. Burns, Lincoln and Smith, and certain
other accredited investors with respect to their shares of Common Stock;

      (ix) a Stockholders Agreement by and between us, William M. Burns and
Nellie J. Burns, Trustees of the Burns Family Trust (the "Burns Trust"), Charles
E. Lincoln and Carolyn D. Lincoln, Trustees of the Lincoln Family Trust (the
"Lincoln Trust"), and Messrs. Ackerman and Smith, providing for, among other
things:

            (A) the ability of the Burns Trust (3,246,753 shares directly;
3,623,376 shares on a fully diluted basis), the Lincoln Trust (3,246,753 shares
directly; 3,623,376 shares on a fully diluted basis,) and Messrs. Ackerman
(3,333,052 shares) and Smith (200,000 shares directly; 2,663,896 shares on a
fully diluted basis; and voting proxy for an additional 815,000 shares) to
nominate one member of our Board of Directors at each annual meeting and the
four of them together to nominate a fifth member of our Board of Directors,

            (B) an agreement to vote for the election of those five nominated
directors, and

            (C) certain rights of first refusal on sales of Common Stock by the
parties to the agreement.

      (x) an employment agreement with Mr. Smith, pursuant to which we agreed to
employ Mr. Smith for a term of two years as our Chief Financial Officer and
Executive Vice President of ICF.

      Based upon the above referenced transactions entered into on August 10,
1999, the total number of our shares issued and outstanding was 19,401,491. Mr.
Ackerman's stock ownership decreased from 8,000,200 to 3,333,252. Mr. Smith now
owns 200,000 shares and the option to purchase an additional 2,463,896 shares.
Other accredited investors purchased a total of 800,000 shares from Mr. Ackerman
at $.50 per share. Mr. Ackerman used a portion of the proceeds from such sales
to re-pay the balance of a loan that we made to Mr. Ackerman, which, at the time
of re-payment, equaled $114,281. Gramercy purchased 15,000 shares from Mr.
Ackerman at $.50 per share and acquired the option to purchase an additional
434,806 shares from us. Messrs. Burns and Lincoln were granted options to
purchase 376,623 shares each from us.


                                       18
<PAGE>

      Effective October 11, 1999, we instituted a number of organizational and
administrative changes involving certain key personnel. Specifically, John
Ackerman resigned from his position as our Chief Executive Officer and was
appointed the Chairman of the Board of ICF. Mr. Ackerman will continue to serve
as our Chairman of the Board. Charlie Lincoln was appointed our Chief Executive
Officer in addition to serving as our President. Matt Burns was appointed as the
President and CEO of ICF. These changes were motivated by a desire to streamline
our management, as well as the management of ICF, and to allow these key
employees to focus on those areas where their strengths are greatest.

      During a meeting of our Board of Directors that took place on March 27,
2000, our Board of Directors approved resolutions that, among other things,
authorized the following: (i) the sale of Two Million Six Hundred Twenty-five
Thousand Dollars worth of our common stock (ii) the termination of Mr. Lincoln's
employment with the Company and the negotiation of a settlement and mutual
release agreement by and between the Company, ICF and Mr. Lincoln. Our Board of
Directors determined that the termination of Mr. Lincoln was necessary due to
differences in management styles between Mr. Lincoln and our other officers and
different visions for the future of the Company.

      On May 10, 2000, we entered into a Settlement and Release Agreement with
Mr. Lincoln. ICF was also a party to this agreement. This Settlement and Release
Agreement provided for, among other things: a) the termination of Mr. Lincoln's
Employment as our President and Chief Executive Officer and the termination of
our Employment Agreement with Mr. Lincoln; b) our agreement to repay all amounts
owing under our note made in favor of Mr. Lincoln in the original principal
amount of $1,750,000; c) our agreement to pay a lump sum of $185,291.73 to Mr.
Lincoln as an aggregate severance payment under Mr. Lincoln's Employment
Agreement; d) our agreement to pay for Mr. Lincoln's continued participation in
the Company's health insurance and disability insurance programs (to the extent
such programs were previously offered to Mr. Lincoln and continued participation
is permitted under such programs), until August 10, 2001; and e) the mutual
release of all claims that we or ICF has or may have against Mr. Lincoln, and
vice versa.

      On May 11, 2000, Mr. Lincoln tendered his resignation as a member of our
Board of Directors, to be effective immediately. Mr. Lincoln's letter of
resignation does not state any reason for his resignation.

      Effective as of May 18, 2000, Mr. Smith was appointed as our CEO. At that
time, Mr. Smith was also appointed as our President until such time that our
Board of Directors is able to locate a successor or a new President is elected
by our directors at the next meeting of our Board of Directors, whichever occurs
earlier.

      On October 20, 2000, Charles E. Lincoln and Carolyn D. Lincoln, in their
capacity as the Trustees of The Lincoln Family Trust (the "Trust"), which is the
holder of 3,246,753 shares of our common stock, appointed John J. Ackerman,
William M. Burns, Christopher R. Smith (as well as their successors and
assigns), or any two of them, as the proxy for the Trust, with full power to
each of substitution for the Trust, to attend any and all meetings of our
Stockholders, or any continuation or adjournment thereof, and to execute written
consents of Stockholders, with full power to vote and act for the Trust in the
name, place and stead, in the same manner, to the same extent and with the same
effect that the undersigned might on behalf of the Trust were the undersigned
personally present thereat, on the matters set forth immediately below:

      1.    The designation of nominees to the Corporation's Board of Directors,
            the election and removal of Directors, and all other voting rights
            of the undersigned under Article 1, Section 1 of the Stockholders
            Agreement by and between the Corporation and various stockholders,
            including the Trust, Messrs. Ackerman, Burns and Smith, dated August
            10, 1999 and expiring on August 10, 2002;

      2.    The reincorporation of the Corporation in Delaware and the merger of
            the Corporation into and with COMC, Inc., a Delaware corporation;

      3.    The consolidation, merger, and/or recapitalization of the
            Corporation, or the sale of all or substantially all of the assets
            of the Corporation so long as all common stockholders of the
            Corporation are treated equally in such transaction;

      4.    The adoption, modification, or termination of any compensation plan
            or arrangement that requires shareholder approval; and,

      5.    The amendment or restatement of the Corporation's Articles of
            Incorporation (or Certificate of Incorporation once the
            Reincorporation is completed) or Bylaws.

      The proxy granted by the Trust is irrevocable, coupled with an interest,
and shall remain in full force and effect until the earlier of August 10, 2002,
or termination of the Stockholder Agreement.

                                     PART IV

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

      (a) Documents filed as part of this report

            (1)   Financial Statements- the financial statements are listed in
                  the Index to Financial Statements on page F-1 and are filed as
                  part of this annual report.


                                       19
<PAGE>

            (2)   Exhibits- the Index to Exhibits following the Signature Page
                  indicates the exhibits which are being filed as part of this
                  report and the exhibits which are incorporated herein by
                  reference.

      (b) Reports on Form 8-K. None.


                                       20
<PAGE>

                           COMC, Inc. and Subsidiary

                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


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


       Independent Auditors' Report                                         F-2

       Financial Statements

              Consolidated Balance Sheets                             F-3 - F-4
              Consolidated Statements of Operations                         F-5
              Consolidated Statements of Shareholders' Equity               F-6
              Consolidated Statements of Cash Flows                         F-7
              Notes to Consolidated Financial Statements             F-8 - F-25


                                      F-1
<PAGE>

Independent Auditors' Report

The Board of Directors and Shareholders of
COMC, Inc. and Subsidiary

We have audited the accompanying  consolidated  balance sheets of COMC, Inc. and
its wholly owned subsidiary,  ICF Communication Solutions,  Inc. (Subsidiary) as
of  December  31,  2000 and 1999,  and the related  consolidated  statements  of
operations,  shareholders'  equity,  and cash  flows for each of the years  then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of COMC,  Inc. and
Subsidiary as of December 31, 2000 and 1999, and the results of their operations
and cash flows for each of the years then ended,  in conformity with  accounting
principles generally accepted in the United States of America.

The financial statements for 1999 have been restated as discussed in Note 2.

/s/ BDO Seidman, LLP
San Jose, California
March 2, 2001


                                      F-2
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                                     Consolidated Balance Sheets

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

December 31,                                               2000         1999
--------------------------------------------------------------------------------
Assets

Current:
     Cash and cash equivalents (Note 12)               $   331,500   $   385,100
     Accounts receivable, less allowance for
        doubtful accounts of $223,200 and $273,100
        (Notes 5 and 12)                                 6,740,000     4,269,400
     Unbilled receivables, net                           1,644,400       252,000
     Inventories (Note 5)                                  230,100       194,000
     Prepaid expenses and other current assets             142,400        34,900
     Refundable income taxes                                89,700            --
     Deferred income taxes (Note 10)                       281,500       213,500
--------------------------------------------------------------------------------
Total Current Assets                                     9,459,600     5,348,900

Property and Equipment, net (Notes 4 and 5)              1,147,000       561,200

Other Assets (Note 8)                                      116,900       368,900
--------------------------------------------------------------------------------
                                                       $10,723,500   $ 6,279,000
================================================================================
                    See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                                     Consolidated Balance Sheets

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

<TABLE>
<CAPTION>


December 31,                                                        2000           1999
-------------------------------------------------------------------------------------------
                                                                                As Restated
                                                                                  (Note 2)
<S>                                                            <C>             <C>
Liabilities and Shareholders' Equity

Current Liabilities:
    Bank borrowings (Note 5)                                   $    979,700    $    879,200
    Accounts payable                                              2,738,300         648,000
    Accrued expenses (Note 6)                                       977,100         572,800
    Current portion of long-term debt (Note 5)                       26,700          10,500
    Customer deposits (Note 7)                                    2,580,000              --
    Accrued interest due related party (Note 8)                          --          30,100
    Income taxes payable (Note 10)                                       --         270,000
    Other current liabilities                                            --          19,800
-------------------------------------------------------------------------------------------
Total Current Liabilities                                         7,301,800       2,430,400

Long-term Debt, less current portion (Note 5)                        38,600          20,400

Related Party Notes Payable (Note 8)                                750,000       3,500,000

Deferred Income Taxes (Note 10)                                      94,100          89,500
-------------------------------------------------------------------------------------------
Total Liabilities                                                 8,184,500       6,040,300
-------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 5, 7, 9, and 11)

Shareholders' Equity (Notes 8 and 11):
    Common stock, $.01 par value; 40,000,000 shares
      authorized; 21,193,991 and 19,401,491 shares issued;
        17,392,154 and 15,836,504 shares outstanding                211,900         194,000
Additional paid-in capital                                       15,727,500      13,952,900
Accumulated deficit                                             (11,148,100)    (12,128,400)
Treasury stock at cost; 3,801,237 and 3,564,987 shares           (2,252,300)     (1,779,800)
-------------------------------------------------------------------------------------------
Total Shareholders' Equity                                        2,539,000         238,700
-------------------------------------------------------------------------------------------
                                                               $ 10,723,500    $  6,279,000
===========================================================================================
                               See accompanying notes to consolidated financial statements.

</TABLE>


                                      F-4
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                           Consolidated Statements of Operations

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

Years Ended December 31,                                2000           1999
--------------------------------------------------------------------------------
                                                                     As Restated
                                                                       (Note 2)

Revenues (Note 12):
     Data and voice services                       $ 27,413,500    $ 16,266,500
     Recruitment services                             2,964,300       4,829,000
--------------------------------------------------------------------------------
                                                     30,377,800      21,095,500
--------------------------------------------------------------------------------
Cost of Revenues:
     Data and voice services                         17,823,800      10,533,700
     Recruitment services                             1,888,800       3,456,400
--------------------------------------------------------------------------------
                                                     19,712,600      13,990,100
--------------------------------------------------------------------------------
Gross Profit                                         10,665,200       7,105,400
--------------------------------------------------------------------------------
Operating Expenses:
     Selling, general, and administrative
     (including noncash stock-based
     compensation of $1,239,200)                      8,139,700       6,711,200
     Noncash expenses:
        Impairment of long-lived asset (Note 3)              --      10,382,300
        Amortization of goodwill (Note 3)                    --         556,200
        Depreciation and amortization (Note 4)          269,800         207,500
--------------------------------------------------------------------------------
                                                      8,409,500      17,857,200
--------------------------------------------------------------------------------
Income (Loss) From Operations                         2,255,700     (10,751,800)
--------------------------------------------------------------------------------
Other Income (Expense):
     Interest income                                    209,500           9,000
     Interest expense (Note 5)                         (202,700)       (221,900)
     Interest expense, related party (Note 8)          (434,900)       (397,400)
     Other                                               (2,200)        (18,200)
--------------------------------------------------------------------------------
                                                       (430,300)       (628,500)
--------------------------------------------------------------------------------
Income (Loss) Before Provision for Income Taxes       1,825,400     (11,380,300)

Provision for Income Taxes (Note 10)                    845,100         224,700
--------------------------------------------------------------------------------
Net Income (Loss)                                  $    980,300    $(11,605,000)
================================================================================
Basic Income (Loss) per Common Share               $       0.06    $      (0.61)
Diluted Income (Loss) per Common Share             $       0.05    $      (0.61)
================================================================================
Basic Weighted-Average Common Shares Outstanding     16,889,220      19,153,992
Diluted Weighted-Average Common Shares Outstanding   20,608,076      19,153,992
================================================================================
                    See accompanying notes to consolidated financial statements.


                                       F-5
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                 Consolidated Statements of Shareholders' Equity

                                        (Notes 7,8, and 11) As Restated (Note 2)

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



<TABLE>
<CAPTION>


                                      Common Stock          Additional                           Treasury Stock
                              --------------------------     Paid-in       Accumulated     ---------------------------
                                 Shares        Amount        Capital         Deficit         Shares       Amount          Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>            <C>             <C>               <C>          <C>           <C>
Balances, January 1, 1999     20,054,946   $    200,500   $ 10,558,500    $   (523,400)          --     $       --     $ 10,235,600

Treasury stock contribution           --             --      1,826,000              --      (3,651,948)    (1,826,000)          --
Proceeds from exercise of
  stock options                       --             --        (38,800)             --          86,961         46,200         7,400
Compensation expense related
  to options granted                  --             --      1,239,200              --              --             --     1,239,200
Interest related to options
  granted                             --             --        361,500              --              --             --       361,500
Cancellation of shares
  outstanding                   (653,455)        (6,500)         6,500              --              --             --            --
Net loss                              --             --             --     (11,605,000)             --             --   (11,605,000
-----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999   19,401,491        194,000     13,952,900     (12,128,400)    (3,564,987)    (1,779,800)       238,700

Proceeds from issuance of
  common stock in private
  placement                    1,320,000         13,200      1,306,800              --             --             --      1,320,000
Issuance of common stock
  due to cashless exercise
  of options                     472,500          4,700        467,800              --       (236,250)      (472,500)            --
Net income                            --             --             --         980,300             --             --        980,300
-----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2000   21,193,991   $    211,900   $ 15,727,500    $(11,148,100)    (3,801,237)   $(2,252,300)   $ 2,539,000
===================================================================================================================================
                                                                        See accompanying notes to consolidated financial statements.

</TABLE>


                                       F-6
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                           Consolidated Statements of Cash Flows

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

<TABLE>
<CAPTION>

Years Ended December 31,                                                  2000           1999
------------------------------------------------------------------------------------------------
                                                                                     As Restated
                                                                                       (Note 2)
<S>                                                                  <C>             <C>
Cash Flows From Operating Activities:
     Net Income (Loss)                                               $    980,300    $(11,605,000)
     Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
           Impairment of long-term assets                                      --      10,382,300
           Stock-based compensation                                            --       1,239,200
           Amortization of deferred finance charge                        268,300          28,500
           Amortization of goodwill                                            --         556,200
           Depreciation and amortization                                  269,800         183,200
           Allowance for doubtful accounts                                (49,900)         (3,800)
           Loss on disposition of property and equipment                   18,900            --
           Deferred income tax                                            (63,400)        (45,300)
           Changes in operating assets and liabilities,
              net of  business acquisition:
              Accounts receivable                                      (3,813,100)     (1,130,500)
              Inventories                                                 (36,100)        (69,800)
              Prepaid expenses and other current assets                  (107,500)        160,300
              Accounts payable                                          2,090,300         (28,100)
              Accrued expenses                                            384,500         194,000
              Income taxes payable/refundable                            (359,700)       (775,300)
              Customer deposits                                         2,580,000              --
              Other current liabilities                                        --        (151,200)
              Accrued interest due related party                          (30,100)        (47,300)
-------------------------------------------------------------------------------------------------
Net Cash Provided By (Used in) Operating Activities                     2,132,300      (1,112,600)
-------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
     Repayment of loan receivable from shareholder                             --         114,300
     Deposits                                                             (32,400)             --
     Proceeds from sale of property and equipment                           1,000              --
     Purchase of property and equipment                                  (810,800)        (28,600)
-------------------------------------------------------------------------------------------------
Net Cash (Used In) Provided by Investing Activities                      (842,200)         85,700
-------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
     Proceeds from sale of common stock                                 1,320,000           7,400
     Bank overdraft                                                            --         (69,400)
     Advances from bank loans and other credit institution             25,594,400       6,713,500
     Repayments on bank loans and other credit institution            (25,493,900)     (6,132,100)
     Payments for long-term debts                                         (14,200)       (125,900)
     Payments for long-term debts-- related parties                    (2,750,000)           --
-------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided By Financing Activities                    (1,343,700)        393,500
-------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                                 (53,600)       (633,400)
Cash and Cash Equivalents, beginning of year                              385,100       1,018,500
-------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of year                               $    331,500    $    385,100
=================================================================================================
Cash Paid For:
     Interest                                                        $    399,400    $    397,300
     Income taxes                                                    $  1,256,600    $  1,004,100
Noncash Investing and Financing Activities:
     Stock options issued in connection with debt restructuring      $         --    $    361,500
     Treasury stock contribution                                     $         --    $  1,826,000
     Issuance of common stock through cashless exercise of options   $    472,500    $         --
     Purchase of vehicles through issuance of long-term debt         $     48,600    $         --
=================================================================================================
                                     See accompanying notes to consolidated financial statements.

</TABLE>


                                       F-7
<PAGE>



                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

1.   Summary of              The Company
     Accounting
     Policies                COMC,  Inc.  and  Subsidiary  (the  Company)  is  a
                             technology      service      company     in     the
                             telecommunications    industry   with   a   rapidly
                             expanding   regional  service  coverage  area.  The
                             Company designs, implements,  supports, and manages
                             LAN/WAN    computer    network    systems,    voice
                             communication  network systems,  and premise wiring
                             for both data and voice.  In addition,  the Company
                             provides  customers  with  permanent  and temporary
                             technical  professional  recruitment  and placement
                             services.

                             Principles of Consolidation

                             The accompanying  consolidated financial statements
                             include the  accounts of the Company and its wholly
                             owned subsidiary, ICF Communication Solutions, Inc.
                             (ICF).  All significant  intercompany  accounts and
                             transactions have been eliminated.

                             Uses of Estimates

                             The   preparation   of  financial   statements   in
                             conformity  with  generally   accepted   accounting
                             principles  requires  management to make  estimates
                             and assumptions that affect the reported amounts of
                             assets and liabilities and disclosure of contingent
                             assets and liabilities at the date of the financial
                             statements,  and the  reported  amounts of revenues
                             and expenses  during the reporting  period.  Actual
                             results could differ from those estimates.

                             Cash and Cash Equivalents

                             The Company considers all highly liquid investments
                             purchased with an original maturity of three months
                             or less to be cash equivalents.

                             Inventories

                             Inventories,   consisting   of  various  parts  and
                             equipment  for sale,  are  stated at lower of costs
                             (determined on a first-in, first-out) or market.


                                      F-8
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                             Property and Equipment

                             Property   and   equipment   are  stated  at  cost.
                             Depreciation  is  computed  on  the   straight-line
                             method  over  the  estimated  useful  lives  of the
                             assets,  which  range  from  five to  seven  years.
                             Leasehold   improvements   are   amortized  on  the
                             straight-line  method over the term of the lease or
                             the useful life of the asset, whichever is shorter.

                             Long-Lived Assets

                             Long-lived   assets  are   assessed   for  possible
                             impairment    whenever   events   or   changes   in
                             circumstances  indicate  that the carrying  amounts
                             may not be recoverable,  or whenever management has
                             committed to a plan to dispose of the assets.  Such
                             assets  are  carried  at the lower of book value or
                             fair  value as  estimated  by  management  based on
                             appraisals,  current market value, comparable sales
                             value,  and  undiscounted   future  cash  flows  as
                             appropriate. Assets to be held and used affected by
                             such  impairment  loss are depreciated or amortized
                             at their new  carrying  amount  over the  remaining
                             estimated  life;  assets  to be sold  or  otherwise
                             disposed of are not subject to further depreciation
                             or amortization.

                             Revenue Recognition

                             Revenues and related costs for short-term  projects
                             (i.e.  projects  with  duration  of less  than  one
                             month)  are   recognized   as  the   projects   are
                             completed.  Revenues generated by certain long-term
                             contracts  are   recognized   principally   on  the
                             percentage-of-completion  method in the ratio  that
                             cost   incurred   bears   to   estimated   cost  at
                             completion.

                             Advertising Costs

                             The cost of  advertising  is expensed as  incurred.
                             Advertising  costs for the years ended December 31,
                             2000  and  1999,  were  approximately   $8,500  and
                             $24,300, respectively.


                                      F-9
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                             Income Taxes

                             Income  taxes are  calculated  using the  liability
                             method of accounting for income taxes  specified by
                             Statement of Financial  Accounting Standards (SFAS)
                             No.  109,  Accounting  for Income  Taxes.  Deferred
                             income   taxes   are   recognized   for   the   tax
                             consequences of temporary  differences  between the
                             financial   statements  and  income  tax  bases  of
                             assets, liabilities and carryforwards using enacted
                             tax rates.  Valuation  allowances  are  established
                             when  necessary,  to reduce  deferred tax assets to
                             the amount expected to be realized.  Realization is
                             dependent   upon  future  pre-tax   earnings,   the
                             reversal of temporary  differences between book and
                             tax income, and the expected tax rates in effect in
                             future periods.

                             Fair Value of Financial Instruments

                             The following  methods and assumptions were used by
                             the   Company   in   estimating   its  fair   value
                             disclosures for financial instruments:

                                  Cash and Cash Equivalents

                                  The  carrying  amount  reported on the balance
                                  sheet   for   cash   and   cash    equivalents
                                  approximates fair value.

                                  Short-Term Debt

                                  The fair value of short-term debt is estimated
                                  based on current  interest rates  available to
                                  the Company for debt  instruments with similar
                                  terms and maturities.

                                  Long-Term Debt and Related Party Notes Payable

                                  The fair value of  long-term  debt and related
                                  party  notes  payable are  estimated  based on
                                  current   interest  rates   available  to  the
                                  Company  for  debt  instruments  with  similar
                                  terms and maturities.

                                  As of  December  31,  2000 and 1999,  the fair
                                  values of the Company's financial  instruments
                                  approximate their historical carrying amounts.


                                      F-10
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                             Stock-Based Compensation

                             SFAS   No.   123,    Accounting   for   Stock-Based
                             Compensation,   encourages  entities  to  recognize
                             compensation   costs   for   stock-based   employee
                             compensation   plans  using  the  fair  value-based
                             method of  accounting  defined in SFAS No. 123, but
                             allows for the continued use of the intrinsic value
                             based method of accounting prescribed by Accounting
                             Principles  Board (APB) Opinion No. 25,  Accounting
                             for  Stock   Issued  to   Employees.   The  Company
                             continues to use the  accounting  prescribed by APB
                             Opinion  No. 25 and as such is required to disclose
                             pro forma net income and  earnings  per share as if
                             the fair value-based  method of accounting had been
                             applied.  For stock  options and  certain  warrants
                             issued to  nonemployees,  the Company  applies SFAS
                             No.  123,  using the  Black-Scholes  option-pricing
                             model.

                             Basic and Diluted Earnings and Loss Per Common
                             Share

                             Under SFAS No. 128,  the  dilutive  effect of stock
                             options is excluded from the  calculation  of basic
                             earnings per share. For the year ended December 31,
                             2000, all potential  common shares were included in
                             diluted earnings per share. The number of potential
                             common shares not included in diluted  earnings per
                             share,  due  to  their  being   anti-dilutive   was
                             3,564,987 for the year ended December 31, 1999.

                             Comprehensive Income

                             Comprehensive income includes all changes in equity
                             (net  assets)  during  the  period  from  non-owner
                             sources.  Examples  of  items  to  be  included  in
                             comprehensive  income,  which are excluded from net
                             income,   include  foreign   currency   translation
                             adjustments   and    unrealizable    gain/loss   of
                             available-for-sate   securities.   The   individual
                             components  of  comprehensive   income  (loss)  are
                             reflected  in  the   statements  of   shareholders'
                             equity.  As of  December  31,  2000 and  1999,  the
                             Company   did  not  have  any   accumulated   other
                             comprehensive income (loss).


                                      F-11
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                             Adoption of New Accounting Pronouncements

                             In  June  1998,  the  FASB  issued  SFAS  N0.  133,
                             Accounting for Derivative  Instruments  and Hedging
                             Activities.  SFAS No.  133 as  amended by SFAS Nos.
                             137 and 138,  requires  companies to recognize  all
                             derivatives   contracts   as  either   assets   and
                             liabilities  on the  balance  sheet and to  measure
                             them at fair value. If certain  conditions are met,
                             a derivative  may be  specifically  designated as a
                             hedge,  the  objective  of which  is to  match  the
                             timing of gain or loss  recognition  on the hedging
                             derivative  with the recognition of (i) the changes
                             in the fair value of the hedged  asset or liability
                             that are  attributable  to the hedged  risk or (ii)
                             the  earnings  effect  of  the  hedged   forecasted
                             transaction.  For a derivative  not designated as a
                             hedging instrument,  the gain or loss is recognized
                             as income in the period of change. SFAS No. 133, as
                             amended,   is   effective   for  all  fiscal  years
                             beginning after June 15, 2000.

                             Historically,  the  Company  has  not  entered into
                             derivative contracts either to hedge existing risks
                             or for speculative purposes.  Accordingly, adoption
                             of the  new  standard  on  January  1, 2001  is not
                             expected to have a material  impact on results from
                             operations, financial position or cash flows.

                             In  December  1999,  the  Securities  and  Exchange
                             Commission  (SEC) staff released  Staff  Accounting
                             Bulletin No. 101, Revenue  Recognition in Financial
                             Statements (SAB 101). SAB 101 provides interpretive
                             guidance  on  the  recognition,   presentation  and
                             disclose  of revenue in the  financial  statements.
                             SAB 101  did  not  have a  material  affect  on the
                             Company's  financial  results upon adoption on July
                             1, 2000.

                             In March 2000, the Financial  Accounting  Standards
                             Board  issued   Interpretation   No.  44  (FIN  44)
                             Accounting for Certain Transaction  Involving Stock
                             Compensation,  an Interpretation of APB Opinion No.
                             25. FIN 44 clarifies the application of Opinion No.
                             25 for (a) the  definition of employee for purposes
                             of  applying   Opinion  25  (b)  the  criteria  for
                             determining   whether   a  plan   qualifies   as  a
                             noncompensatory    plan,    (c)   the    accounting
                             consequences of various  modifications to the terms
                             of a previously  fixed stock  option or award,  and
                             (d)  the   accounting  for  an  exchange  of  stock
                             compensation awards in a business combination.  FIN
                             44  is   effective   July  1,  2000,   but  certain
                             conclusions  cover specific events that occur after
                             either  December 15, 1998, or January 12, 2000. FIN
                             44 did not have a material  effect on the Company's
                             financial results upon adoption.


                                      F-12
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                              Reclassifications

                              Certain amounts in the 1999 consolidated financial
                              statements have been  reclassified to conform with
                              the 2000 presentation.

2.   Restatement  of          The Company has restated its financial  statements
     Financial  Data          for the year ended  December  31,  1999 to reflect
                              the  $1,034,800  intrinsic  value of stock options
                              issued to the Company's  Chief  Financial  Officer
                              (Note 7). This  restatement  increased net loss in
                              1999 by $1,034,800 and increased basic and diluted
                              loss per share by $0.06.

3.   Acquisition              On August 17, 1998,  the Company  consummated  the
                              acquisition  of ICF  Communication  Systems,  Inc.
                              (ICF).  Under the terms of the  Agreement and Plan
                              of Merger dated July 24, 1998, ICF merged with and
                              into a wholly owned subsidiary of the Company that
                              had been especially organized for purposes of this
                              transaction  (the Merger).  In connection with the
                              Merger,    ICF's   name   was   changed   to   ICF
                              Communication Solutions, Inc. In consideration for
                              the Merger,  the two principals of ICF received an
                              aggregate    payment   valued   at   approximately
                              $14,000,000, as follows: $1,500,000 in cash at the
                              closing   of  the   transaction;   $3,500,000   in
                              promissory notes due and payable  throughout 1999,
                              and 6,493,506 shares of the Company's common stock
                              valued at  $9,000,000  or $1.386  per  share.  The
                              Company agreed to use its best efforts to register
                              the shares of common  stock  issued in  connection
                              with the Merger.  The Company defaulted on various
                              payments  of the  promissory  notes in  1999,  and
                              restructured the notes (see Note 8).

                              Goodwill was being  amortized  on a  straight-line
                              basis over a twenty-year  period, with the Company
                              periodically  reviewing  goodwill  to  assess  its
                              recoverability.  As  required  by SFAS No. 121, in
                              December 1999, the Company  recorded a loss on the
                              long-lived  asset of goodwill  when the events and
                              circumstances  indicated  the asset was  impaired.
                              The Company estimated the fair value of this asset
                              based on  comparable  assets  within the industry,
                              the  Company's  economic  outlook  and  discounted
                              future cash flows.  The  impairment  resulted in a
                              charge to earnings of $10,382,300 in 1999.


                                      F-13
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

4.   Property and             Property and equipment  consisted of the following
     Equipment                as of December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                      2000               1999
                              ------------------------------------------------------------------
                              <S>                                 <C>                 <C>
                              Furniture and office equipment      $  813,400          $  454,100
                              Vehicles                               424,000             331,700
                              Computer equipment                     398,000             285,500
                              Software                                70,500              53,000
                              Leasehold improvements                 242,000              44,800
                              ------------------------------------------------------------------
                                                                   1,947,900           1,169,100
                              Less accumulated depreciation
                                and amortization                     800,900             607,900
                              ------------------------------------------------------------------
                                                                  $1,147,000          $  561,200
                              ------------------------------------------------------------------
</TABLE>

5.   Financings               Line of Credit

                              The Company  has a  $3,000,000  revolving  line of
                              credit with a bank that expires in September 2001.
                              The  borrowings  under  the  line of  credit  bear
                              interest  at the bank's  prime rate plus 2% (11.5%
                              as of December 31, 2000) and are collateralized by
                              the Company's  accounts  receivable,  inventories,
                              and   property  and   equipment.   The   Agreement
                              contains  certain  restrictive  covenants,  which
                              require   that  the   Company   maintain   certain
                              financial ratios regarding  tangible net worth and
                              includes,  among other things,  restrictions as to
                              percentages   of  eligible   receivables.   As  of
                              December 31, 2000, there was $2,020,300  available
                              under  the line of credit, and  the Company was in
                              compliance with all debt covenants.

                              Debt Financing

                              From 1998 through 2000,  the Company  acquired six
                              vehicles  for a total  purchase  price of  $92,600
                              under capital lease arrangements with the vehicles
                              as  security.  The loans  bear  interest  at rates
                              ranging    from   0.9%   to   9.7%.    Accumulated
                              depreciation related to these vehicles was $22,500
                              and  $10,600  as of  December  31,  2000 and 1999,
                              respectively.


                                      F-14
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                    Annual maturities of the debt financing  discussed above for
                    years ending December 31, are as follows:

                    2001                                                 $26,700
                    2002                                                  25,700
                    2003                                                  12,900
                    ------------------------------------------------------------
                                                                         $65,300
                    ------------------------------------------------------------

6.   Accrued
     Expenses

                    Accrued  expenses  consisted of the following as of December
                    31, 2000 and 1999:

                                                              2000       1999
                    ------------------------------------------------------------
                    Accrued payroll and related expenses   $ 560,400   $ 317,800
                    Accrued vacation                         234,400     137,600
                    Accrued commissions                       60,100      49,000
                    Other                                    122,200      68,400
                    ------------------------------------------------------------
                                                           $ 977,100   $ 572,800
                    ------------------------------------------------------------


7.   Commitments    Operating Leases
     and
     Contingencies  The Company leases certain  offices under  operating  leases
                    expiring on various dates  through 2005.  Total rent expense
                    charged to operations  was $402,800 and $255,800 in 2000 and
                    1999,  respectively.  As of December 31,  2000,  the minimum
                    future rental  commitments  under  non-cancelable  operating
                    leases  payable over the  remaining  terms of the  operating
                    leases are:

                    Years ending December 31,
                    ------------------------------------------------------------
                    2001                                              $  462,000
                    2002                                                 447,400
                    2003                                                 266,300
                    2004                                                 246,600
                    2005                                                 133,000
                    ------------------------------------------------------------
                                                                      $1,555,300
                    ------------------------------------------------------------


                                      F-15
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                    Customer Deposit

                    In April 2000, the Company  received  deposits in the amount
                    of  $10,634,700  from a major  customer.  As of December 31,
                    2000, the unapplied balance was $2,580,000.

                    Employment Agreements

                    In 1999,  the  Company  entered  into a two-year  employment
                    agreement with its Chief Financial Officer,  providing among
                    other  things,  an annual  salary of $135,000 and  2,463,896
                    options to  purchase  common  stock  (Note  11),  as well as
                    annual bonuses at the  discretion of the Company's  Board of
                    Directors.  The  Company  recorded  compensation  expense of
                    $1,034,800 relating to the intrinsic value of the options on
                    the date of grant (Note 2).

                    In 1999,  the  Company  entered  into a two-year  employment
                    agreement with its Chief Operations Officer, providing among
                    other  things,  an  annual  salary of  $135,000,  as well as
                    annual bonuses at the  discretion of the Company's  Board of
                    Directors.

8.   Transactions   In August  1998,  the Company  entered  into a series of six
     With  Related  notes  aggregating  $3,500,000 with the Company's  President
     Parties        and the  Company's  Chief  Operating  Officer as part of the
                    Merger  discussed  in Note 3. These  notes bore  interest at
                    10%, and had original  maturity dates of either January 1999
                    or  August  1999.   In  1999,   the  Company   canceled  the
                    aforementioned  notes and  issued  two  unsecured  10% notes
                    payable for  $1,750,000  each to the President and the Chief
                    Operations  Officer.  Under the new  notes,  the term of the
                    notes was  extended for three  additional  years (due August
                    2002),  payable  in a  lump-sum  amount  at  the  end,  with
                    interest payable monthly.  Should the Company default on the
                    new notes or their interest  payments,  the noteholders have
                    the  right  to  convert  the  notes to  common  stock of the
                    Company at $0.50 per share.  In 1999,  the Company  paid off
                    the  note  payable  due to the  Company's  President  in the
                    amount  of  $1,750,000.   Additionally,   the  Company  made
                    principal  payment in the amount of  $1,000,000  on the note
                    payable due to the Company's Chief Operations Officer. As of
                    December 31, 2000, the balance  outstanding on the remaining
                    note was $750,000.


                                      F-16
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                    Interest expense  associated with the above notes aggregated
                    $166,600 and $347,159 during 2000 and 1999, respectively. As
                    of December  31, 2000 and 1999,  $0 and $30,100 were accrued
                    on these notes, respectively.

                    In  connection  with the  restructuring  of the  notes,  the
                    noteholders  received  753,246 options (Note 10) to purchase
                    common   stock.   The  fair   value  of  these   options  of
                    approximately  $361,600  has  been  recorded  as a  deferred
                    finance  charge,  and  is  included  in  other  assets.  The
                    deferred  finance  charge  is being  amortized  as  interest
                    expense   over  the  life  of  the   related   notes,   with
                    amortization  accelerated  as the  notes are  repaid  before
                    maturity.  The  Company  recorded  amortization  expense  of
                    $268,300 and $28,500 during 2000 and 1999, respectively.

9.   Defined        In April 1997, the Company amended its defined  contribution
     Contribution   plan (the Plan) such that all  employees  were  eligible  to
     Plan           participate  in the Plan after  completing  three  months of
                    service  and  attaining  the age of 21. To be entitled to an
                    allocation of employer  contributions,  a  participant  must
                    complete  1,000  hours of  service  during the Plan year and
                    must be  employed by the Company on the last day of the Plan
                    year.  Employees  electing  to  participate  in the Plan may
                    contribute   up  to  20%  of  their   annual   compensation.
                    Contributions  to the Plan are limited to the maximum amount
                    allowable under the provisions of the Internal Revenue Code.
                    The Company may choose to make  contributions to the Plan at
                    its discretion. During the years ended December 31, 2000 and
                    1999, the Company matched  employee  contributions  totaling
                    $33,700 and $0, respectively.

10.  Income Taxes   The  components  of the  provision  for income taxes were as
                    follows for the years ended December 31, 2000 and 1999:

                    2000             Current        Deferred       Total
                    ------------------------------------------------------------
                    State           $172,700       $ (4,200)      $168,500
                    Federal          735,800        (59,200)       676,600
                    ------------------------------------------------------------
                                    $908,500       $(63,400)      $845,100
                    ------------------------------------------------------------

                    1999             Current        Deferred       Total
                    ------------------------------------------------------------
                    State           $ 56,000       $ (3,000)      $ 53,000
                    Federal          214,000        (42,300)       171,700
                    ------------------------------------------------------------
                                    $270,000       $(45,300)      $224,700
                    ------------------------------------------------------------


                                      F-17
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                    The components of deferred tax assets and  liabilities  were
                    as follows as of December 31, 2000 and 1999:

                                                             2000       1999
                    ------------------------------------------------------------
                    Deferred tax assets:
                      State income taxes                   $73,700    $ 19,000
                      Allowance for uncollectable
                         accounts                           88,900     109,000
                      Accrued vacation                      97,900      66,000
                      Others                                21,000      19,500
                    ------------------------------------------------------------
                    Gross Deferred tax asset               281,500     213,500
                    Deferred Tax liability:
                      Depreciation                          94,100      89,500
                    ------------------------------------------------------------
                                                          $187,400    $124,000
                    ------------------------------------------------------------

                    In  assessing  the  realizability  of  deferred  tax assets,
                    management considers whether it is more likely than not that
                    some  portion or all of the  deferred tax assets will not be
                    realized. The ultimate realization of deferred tax assets is
                    dependent  upon the  generation  of  future  taxable  income
                    during the  periods  in which  those  temporary  differences
                    become  deductible.   Management   considers  the  scheduled
                    reversal  of  deferred  tax  liabilities,  projected  future
                    taxable   income  and  prior   taxes  paid  in  making  this
                    assessment.

                    The  actual  tax  expense  differs  from  the  expected  tax
                    expense, computed by applying the Federal corporate tax rate
                    of 34% to income before income taxes, as follows:

                                                           2000         1999
                    ------------------------------------------------------------
                    Expected statutory tax expense       $620,600   $(3,517,500)
                    Amortization and write-off of
                      goodwill                                 --     4,347,800
                    State income taxes, net of federal
                      tax effect                          106,000      (620,800)
                    Meals and entertainment and
                      penalties                            53,700            --
                    Other                                  64,800        15,200
                    ------------------------------------------------------------
                    Income taxes                         $845,100   $   224,700
                    ------------------------------------------------------------


                                      F-18
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

11.  Shareholders'  Common Stock
     Equity

                    In April and May 2000, the Company issued  1,320,000  shares
                    of common  stock and options to purchase  660,000  shares of
                    common stock at $1.00 per share for proceeds of  $1,320,000.
                    The options are exercisable at any time within the next five
                    years.  In April  2000,  the  holders  of  472,500  of these
                    options elected to receive an aggregate of 236,250 shares of
                    common  stock  through a cashless  exercise of  options.  In
                    connection with the exercise, 236,250 shares of common stock
                    were  surrendered  to the  Company  at the then fair  market
                    value of $2.00 per share.

                    In August  1999,  the  Company's  Chairman  of the Board and
                    principal  stockholder   contributed  back  to  the  Company
                    3,651,948 shares of his common stock holdings.  These shares
                    are to be reserved for issuance to key  employees  under the
                    Company's   stock  option   plan.   At  the  time  of  their
                    contribution  to the Company and the subsequent  grant of an
                    equal number of options,  the shares had a fair market value
                    of  $0.50  per  share.  In  the  accompanying   consolidated
                    financial  statements,  these shares have been  reflected as
                    treasury stock. In 1999,  86,961 of these shares were issued
                    from the exercise of vested stock options.

                    In  1996,   the  Company   verbally   granted  a  consultant
                    approximately  625,000  shares of common stock,  at the then
                    fair market value of $0.01 per share, for services rendered.
                    Though  recorded  on the  Company's  books of record,  these
                    shares were never issued.  As the statute of limitations for
                    a verbal commitment has run on the issuance of these shares,
                    and no claim  has been  made for such  shares,  the  Company
                    reflected the  cancellation  of these shares on its books of
                    record as of December 1999.

                    Stock Option Plan

                    In November  1999,  the Company  adopted a Stock Option Plan
                    (The Plan).  The Plan is restricted to employees,  officers,
                    and  consultants of the Company.  Options  granted under the
                    Plan  vest  over five  years  and are  exercisable  over ten
                    years.  Non-statutory options are granted at prices not less
                    than 85% of the  estimated  fair  value of the  stock on the
                    date of  grant as  determined  by the  Board  of  Directors.
                    Incentive  options  are granted at prices not less than 100%
                    of the  estimated  fair value of stock on the date of grant.
                    However,  options  granted to  shareholders  who own greater
                    than 10% of the outstanding stock are established at no less
                    than 110% of the  estimated  fair  value of the stock on the
                    date of grant.


                                      F-19
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

     A summary of the status of the  Company's  outstanding  stock options as of
     December  31,  2000 and 1999,  and  changes  during the years then ended is
     presented in the following table:

                                                    Options Outstanding
                                         --------------------------------------
                                                                     Weighted-
                                           Options      Options       Average
                                          Not Under      Under       Exercise
                                          the Plan     the Plan        Price
     ---------------------------------------------------------------------------
     Balances, January 1, 1999                  --           --      $     --
     Granted                             3,651,948      240,000          0.11
     Exercised                             (86,961)          --          0.08
     ---------------------------------------------------------------------------
     Balances, December 31, 1999         3,564,987      240,000          0.11
     Granted                               660,000       38,000          0.99
     Cancelled                                  --      (57,500)         0.62
     Exercised                            (472,500)          --          1.00
     ---------------------------------------------------------------------------
     Balances, December 31, 2000         3,752,487      220,500      $   0.15
     ---------------------------------------------------------------------------
     Exercisable at year-end             3,752,487       41,000      $   0.13
     ---------------------------------------------------------------------------
     Weighted-average fair value of
       options granted during 2000                                   $   0.71
                                                                     -----------
     Weighted-average fair value of
       options granted during 1999                                   $   0.47
                                                                     -----------

     Options  granted under the Plan were for employees of the Company.  Options
     granted  outside the Plan during 1999 were  pre-plan and issued to officers
     and directors of the Company.  Options granted outside the Plan during 2000
     were granted to investors in connection with a private placement.


                                      F-20
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

     The following table summarizes information about stock options  outstanding
     as of December 31, 2000:

<TABLE>
<CAPTION>

                               Options Outstanding                     Options
                     ----------------------------------------        Exercisable
                                     Wtd. Avg.                 -----------------------
      Range of                       Remaining     Wtd.-Avg.                Wtd.-Avg.
      Exercise         Number       Contractual    Exercise      Number     Exercise
       Prices        Outstanding        Life        Prices      Exercise     Prices
     ---------------------------------------------------------------------------------
     <S>             <C>             <C>           <C>         <C>          <C>
     0.01-0.10       3,564,987       8.8 years     $  0.08     3,564,987    $  0.08
     0.11-0.50         205,000       8.9 years        0.50        41,000       0.50
     0.51-1.00         203,000       4.3 years        0.98       187,500       1.00
                     ---------                     -----------------------------------
                     3,972,987                     $  0.15     3,793,487    $  0.13
                     ---------                     -----------------------------------
</TABLE>

     In connection  with the grant of certain stock options to  nonemployees  in
     1999, the Company recorded consulting expense of $204,400, representing the
     fair  value  of  the  options  at  the  grant  date  using  the   following
     assumptions:  dividend yield of 0; expected  volatility of 181%;  risk-free
     interest rate of 6.4%;  and expected life of two years.  Additionally,  the
     Company  recorded  compensation  expense  of  $1,034,800  relating  to  the
     intrinsic  value of stock options  granted to the Company's Chief Financial
     Officer during 1999 (Note 7).


                                      F-21
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

     SFAS No. 123, Accounting for Stock-Based Compensation, requires the Company
     to provide pro forma  information  regarding net income (loss) and earnings
     (loss) per share as if  compensation  cost for the  Company's  stock option
     plan had been  determined  in  accordance  with the fair value based method
     prescribed  in SFAS No.123.  The Company  estimates the fair value of stock
     options at the grant date by using the Black-Scholes  option  pricing-model
     with the following weighted average assumptions used for grants in 2000 and
     1999: dividend yield of 0; expected volatility of 208% and 130%;  risk-free
     interest rate of 5.9% and 5.6%;  and expected  lives of three years for all
     plan  options.  Under  the  accounting  provisions  of SFAS  No.  123,  the
     Company's  pro forma net loss and the basic and diluted net loss per common
     share would have been adjusted to the pro forma amounts below.

                                                    2000            1999
          ---------------------------------------------------------------------
                                                                 As Restated
                                                                   (Note 2)
          Net Income (loss):
            As reported                           $980,300     $(11,605,000)
            Pro forma                              910,700      (11,628,100)

          Basic earnings (loss) per share:
            As reported                               0.06            (0.61)
            Pro forma                                 0.05            (0.61)

          Diluted earnings (loss) per share:
            As reported                               0.05            (0.61)
            Pro forma                                 0.04            (0.61)

12.  Concentration      Financial  instruments,  which  potentially  subject the
     of Credit Risk     Company  to  concentration   of  credit  risk,   consist
                        principally  of cash and  cash  equivalents,  and  trade
                        receivables.  The  Company  places  its  cash  and  cash
                        equivalents  with high  quality  financial  institutions
                        and, by policy, limits the amounts of credit exposure to
                        any one financial institution.


                                      F-22
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

                    The Company's accounts receivable are derived from customers
                    in various  industries.  The Company  believes  that risk of
                    accounting  loss  is  moderated  to some  extent  due to the
                    diversity of its  end-customers  and geographic sales areas.
                    The Company  performs  credit  evaluation of its  customers'
                    financial condition whenever  necessary,  and generally does
                    not require  cash  collateral  or other  security to support
                    customer receivables.

                    For the year ended December 31, 2000, one customer accounted
                    for  approximately  67%  of  total  revenues,  with  related
                    accounts receivable as of December 31, 2000 of $4,610,200.

                    For  the  year  ended   December  31,  1999,  two  customers
                    accounted for  approximately  33% and 26% of total revenues,
                    respectively,   with  related  accounts   receivable  as  of
                    December 31, 1999 of $2,105,600 and $451,900, respectively.

                    The concentrations of revenues and related receivables as of
                    and for the year ended December 31, 2000 as described above
                    expose the Company to a relatively greater degree of risk of
                    loss   than  would  be  the  case  with   greater   customer
                    diversification.


13.  Segment        The Company  operates  in two  industry  segments:  Data and
     Information    Voice Services and Recruitment Services.

                    The  revenue  components  of the  Data  and  Voice  Services
                    segment  consist  primarily of (1) designing,  implementing,
                    supporting,  and managing  LAN/WAN computer network systems,
                    voice communication  network systems, and premise wiring for
                    both data and voice;  and (2)  distributing  and maintaining
                    equipment  on  behalf of major  telecommunication  equipment
                    manufactureres.

                    The revenue  components of the Recruitment  Services segment
                    consist primarily of providing  customers with permanent and
                    temporary technical  professional  recruitment and placement
                    services to fill their internal staffing needs.


                                      F-23
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

Summarized financial information  concerning the operating segments in which the
Company  operated  as of December  31, 2000 and 1999,  and for each of the years
then ended is shown in the following tables:

                                                             December 31,
                                                  ------------------------------
Operating Segments                                    2000             1999
--------------------------------------------------------------------------------
                                                                    As Restated
                                                                      (Note 2)
Revenue:
     Data and Voice Services ...............     $ 27,413,500      $ 16,266,500
     Recruitment Services ..................        2,964,300         4,829,000
     Corporate .............................               --                --
--------------------------------------------------------------------------------
                                                 $ 30,377,800      $ 21,095,500
================================================================================
Income (loss) from operations:
     Data and Voice Services ...............     $  4,946,200      $  3,010,800
     Recruitment Services ..................          165,600           422,600
     Corporate .............................       (2,856,100)      (14,185,200)
--------------------------------------------------------------------------------
                                                 $  2,255,700      $(10,751,800)
================================================================================
Total assets:
     Data and Voice Services ...............     $  9,947,300      $  5,315,800
     Recruitment Services ..................          697,000           572,300
     Corporate .............................           79,200           390,900
--------------------------------------------------------------------------------
                                                 $ 10,723,500      $  6,279,000
================================================================================
Expenditures for long-lived assets:
     Data and Voice Services ...............     $    827,200      $     28,600
     Recruitment Services ..................           16,000                --
     Corporate .............................               --                --
--------------------------------------------------------------------------------
                                                 $    843,200      $     28,600
================================================================================
Depreciation and amortization:
     Data and Voice Services ...............     $    228,700      $    297,100
     Recruitment Services ..................            2,500               500
     Corporate .............................           38,600        10,848,400
--------------------------------------------------------------------------------
                                                 $    269,800      $ 11,146,000
================================================================================


                                      F-24
<PAGE>

                                                       COMC, Inc. and Subsidiary

                                      Notes to Consolidated Financial Statements

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

               The accounting  policies of the reportable  segments are the same
               as those  described  in the  summary  of  significant  accounting
               policies.  There are no inter-segment sales.  Long-term assets is
               made up of property and  equipment  and other  assets.  Corporate
               services,  consisting of general and administrative  services are
               provided  to  the  segments  from  a  centralized   location.  In
               addition, substantially all of the sales and recruiting workforce
               is  contained  in the  Data and  Voice  Services  segment.  Costs
               associated with the sales and recruiting  workforce are allocated
               to the Recruitment Services segment based generally on forecasted
               revenues.


                                      F-25
<PAGE>

                                   SIGNATURES

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

                                COMC, INC.

                                By: /s/ Christopher R. Smith
                                   -------------------------------
                                   Christopher R. Smith, CEO

Dated: April 16, 2001

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of April 16, 2001 by the following persons on
behalf of Registrant and in the capacities indicated.

                                   /s/ John Ackerman
                                   -------------------------------
                                   John J. Ackerman, Chairman

                                   /s/ Paul Bakker
                                   -------------------------------
                                   Paul M. Bakker, Director

                                   /s/ Matt Burns
                                   -------------------------------
                                   William M. Burns, Director

                                   /s/ Paul Graf
                                   -------------------------------
                                    Paul E. Graf, Director

                                   /s/ Patrick Guarino
                                   -------------------------------
                                   Patrick J. Guarino, Director

                                   /s/ Christopher Smith
                                   -------------------------------
                                   Christopher R. Smith, Director

EXHIBITS

2.01  Letter Agreement with Complete Communications, Inc. dated as of June 3,
      1996.(1)

2.02  Agreement of Merger dated July 19, 1996 between the Company and ICF.(2)

2.03  Agreement and Plan of Merger between COMC, Inc., an Illinois corporation
      and the Company.(3)

3.01  Certificate of Incorporation.(3)

3.02  By-laws.(3)

10.01 Loan Agreement between COMC and Mr. Burns dated August 10, 1999.(4)

10.02 Loan Agreement between COMC and Mr. Lincoln dated August 10, 1999.(4)

10.03 Stock Purchase Agreement by and among COMC, Mr. Ackerman and Mr. Smith
      dated August 10, 1999.(4)

10.04 Contributing Agreement by and between COMC and Mr. Ackerman dated August
      10, 1999.(4)

10.05 Stock Option Agreement by and between COMC and Mr. Burns dated August 10,
      1999.(4)

10.06 Stock Option Agreement by and between COMC and Mr. Lincoln dated August
      10, 1999.(4)

10.07 Stock Option Agreement by and between COMC and Mr. Smith dated August 10,
      1999.(4)

10.08 Stock Option Agreement by and between COMC and Gramercy dated August 10,
      1999.(4)

10.09 Registration Rights Agreement by and between COMC, Messrs. Burns, Lincoln
      and Smith dated August 10, 1999.(4)


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<PAGE>

10.10 Stockholders Agreement by and between COMC, the Burns Trust, the Lincoln
      Trust and Messrs. Ackerman and Smith dated August 10, 1999.(4)

10.11 COMC 1999 Stock Option Plan and form of Incentive Stock Option
      Agreement.(3)

10.12 Settlement and Release Agreement between the Company and Charles E.
      Lincoln.(5)

16.01 Letter dated February 23, 2000 from Hollander, Lermer and Co. LLP to the
      office of the Chief Accountant, Division of Corporation Finance.(6)

16.02 Letter dated February 21, 2000 from Deloitte and Touche LLP to the
      Commission.(6)

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(1)   Incorporated herein by reference to the Company's Information Statement
      dated September 15, 1996

(2)   Incorporated herein by reference to the Company's Form 8-K filed August
      31, 1998.

(3)   Incorporated herein by reference to the Company's definitive proxy
      statement for the 2000 Annual Meeting of Stockholders, filed with the
      Commission on October 23, 2000, pursuant to Regulation 14A of the
      Securities Exchange Act of 1934, as amended (the "Proxy Statement").

(4)   Incorporated herein by reference to the Current Report on Form 8-K dated
      October 15, 1999.

(5)   Incorporated herein by reference to the Company's 10-QSB, filed with the
      Commission on May 16, 2000.

(6)   Incorporated herein by reference to the Current Report on Form 8-K dated
      February 25, 2000.



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