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, 2002         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)

       4030 Pike Lane, Suite C
        Concord, California                              94520
 --------------------------------------                 --------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number,
including Area Code:                                 (925) 849-1400

                                   ----------

          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 18,901,318 shares of outstanding voting
common stock held by non-affiliates of the registrant as of March 31, 2003
(based upon the average bid and asked prices of such shares) was approximately
$1,134,079.00, based on the closing sale price for March 31, 2003, as reported
on the OTC Bulletin Board. 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
31, 2003 was 26,684,091.


<PAGE>

      Certain matters discussed herein may constitute forward-looking
statements, with in 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.




                                Table of Contents

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                                      10KSB

PART 1......................................................................   3
ITEM 1......................................................................   3
ITEM 2......................................................................  12
ITEM 3......................................................................  12
ITEM 4......................................................................  13
PART II.....................................................................  13
ITEM 5......................................................................  13
ITEM 6......................................................................  15
ITEM 7......................................................................  21
ITEM 8......................................................................  21
PART III....................................................................  21
ITEM 9......................................................................  21
ITEM 10.....................................................................  23
ITEM 11.....................................................................  23
ITEM 12.....................................................................  25
PART IV.....................................................................  28
ITEM 13.....................................................................  28
ITEM 14.....................................................................  29
Balance Sheet Assets........................................................ F-3
Balance Sheet Liabilities and Equity........................................ F-4
Statement of Operations..................................................... F-5
Shareholders Equity......................................................... F-6
Cash Flow Statement......................................................... F-7

                                       2


<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 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. We are redirecting our business focus away from the recruitment and
placement services in 2003 and we are not actively seeking new customers in this
area.

      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 2002 was a year of market softness for us. We reported 2002
revenue and a net loss of $12.1 million and $2.0 million, respectively. This was
significantly unfavorable as compared to 2001 revenue and a net loss of $23.3
million and $0.83 million, respectively. ICF represented 100% of our revenue in
2001 and 2000.

         As of the date of this filing, we are not presently planning to make
any acquisitions of data and voice service/outsourcing businesses, as well as
data network consulting and service companies in key markets but it is possible
that during the course of the coming year such acquisitions might occur.

      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


                                       3

<PAGE>

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
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. At December 31, 2002, ICF was servicing in excess of 160 customers at
over 4,000 customer location sites, including ATM locations. ICF employs over
140 service professionals and is headquartered in Concord, California. ICF has
additional sales and service offices in Burbank, California, as well as Houston,
Texas, and Phoenix, Arizona.

      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;



                                       4
<PAGE>

      We continue to provide local, statewide and regional services for such
clients as Bank of America, Wells Fargo Bank, 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 support Avaya and NorTel
products. 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 $11.6 million and $20.1 million of revenues were recorded
for data and voice services during 2002 and 2001, respectively. Approximately
$.5 million and $3.3 million of revenues were recorded for Recruitment Services
during 2002 and 2001, respectively. We are redirecting our business focus away
from Recruitment Services business in 2003 and we are not actively seeking new
customers in this area.

      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 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 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.

                                       5
<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 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 and some even smaller.

      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. 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 regional sales efforts. 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.



                                       6
<PAGE>

      Services rendered to our clients are sometimes performed 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 will continue 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; and

o Regular participation in user group conferences and business trade shows.

      In addition, we will attempt to increase our client base with our pricing
policy thereby broadening our product offering. We also hope 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.


      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.



                                       7
<PAGE>

      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.

      Equipment sales were not significant in 2002 and 2001.

      Recruitment Services Group.

      We have reduced our Recruitment Services Division staffing to reflect the
overall weakness in that industry. 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 electronic and
print employment bulletin boards, cold calling and recruiter networking.

      Vendor Relationships

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

o     NorTel Networks: authorized re-seller of their products;
o     Cisco Systems: authorized re-seller since January 1997, entire product
      line including switches, hub's and routers;
o     Bay Networks: authorized re-seller of data subsidiary product lines;
o     3Com: authorized re-seller 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 160 clients at over 4,000 of their
customer sites, including ATM locations, 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


                                       8
<PAGE>

Fortune 1000 sized companies with employees and workstations between 10,000 and
100,000. In 2001, 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 a 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, BioRad Labs, and Cingular Wireless. We also have
subcontract relationships with Southwestern Bell/PacBell/Ameritech, Avaya,
ExpaNets, Verizon/GTE, and Williams Communications.

      Employees

      As of December 31, 2002, we employed 140 persons at a total of four
different sales and service locations throughout the U.S. Of these, two were
executive officers, 85 were technicians, 9 were engineering personnel, 5 were
engaged in sales, 36 were engaged in managerial, administrative and clerical
activities, and 3 were contract employees on lease to our clients. During 2002,
as our business slowed, we decreased the number of technicians and contract
employees that were employed by the Company. The Company believes that available
workforce will allow us to be able to increase the number of technicians and
contract employees to meet any additional needs that our customers may have.
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 185,000 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 79,500 shares of common
stock (of which 62,500 have since been cancelled) at an exercise price of $.80
per share. During 2001, we granted incentive stock options under the Plan
vesting over four or five-year periods to employees to purchase an additional
200,000 shares of common stock (of which 175,000 have since been cancelled) at
an exercise price of $.30 per share. During 2001, we granted incentive stock
options under the Plan vesting over a two-year period to employees to purchase
an additional 400,000 shares of common stock (of which 200,000 have since been
cancelled)at an exercise price of $.30 per share. During 2001, we granted
incentive stock options under the Plan with immediate vesting to employees to
purchase an additional 800,000 shares of common stock (of which 675,000 have
since been cancelled) at an exercise price of $.30 per share. During 2002, there
were no options granted or exercised.


      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.



                                       9
<PAGE>

      Our goal as a service company is to continuously expand our geographic
service coverage on a regional 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, Compaq and AT&T Global and others, including numerous
privately held companies. 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. 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 changes, 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 several 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.



                                       10
<PAGE>

      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 a faster rate than voice. 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.

      Equipment Manufacturing and Distribution Market

      The telecommunications equipment industry in the U.S. has had very limited
growth in the last several years. The 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.



                                       11
<PAGE>

      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 4030 Pike Lane, Suite C, Concord,
California. We occupy 7,200 square feet at this location in Concord, of which
approximately 2,400 square feet is dedicated to office space and 4,800 square
feet is dedicated to warehouse space. We pay monthly rent of $6,336 for our
headquarters in Concord under a lease that will expire in November 2007. ICF
occupies 14,700 square feet in a commercial building at 1700 West Burbank,
Burbank, California. ICF pays a monthly rent of $16,807 under the lease for this
space in Burbank under a lease that was signed in July 2000 and expires in July
2005. Ar the Burbank facility, ICF has sublet to a third party 5,000 square feet
for the remaining term of the lease for a monthly subrental income of $6,250. In
addition, at the Burbank office, an additional 1,946 square feet were sublet for
an initial term of one year for a monthly subrental income of $2,136. 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 $3,763 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 $1,574 for
this property under a lease that will expire in September 2003. 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 space. ICF pays a monthly rent of $3,551 for this
property under a lease that will expire in September 2003. We are presently
negogiating a settlement to terminate our Birmingham lease for a payment of
$14,000 over a period of time. In 2002, we had leased a facility in Houston
which we terminated in 2002 and we were operating out of an employee's home. In
March 2003, we signed a lease in Houston on a new facility for
approximately $1,000 per month for a one year term. In addition to the above
facilities, ICF lease from time to time additional outside storage rooms on an
as needed basis.

      The aggregate leased property is currently meeting our needs.

ITEM 3. LEGAL PROCEEDINGS

         On July 25, 2001, Metropolitan Talent Agency ("Metropolitan") filed a
complaint against ICF Communication Solutions, Inc. ("ICF") (a wholly-owned
subsidiary of COMC, Inc.) in Los Angeles Superior Court, claiming breach of
contract and negligence. The complaint alleged that ICF breached a purported
contract to maintain Metropolitan's telephone system and that this breach harmed
Metropolitan's business.

         On December 18, 2001, ICF filed a motion for judgment on the pleadings
on Metropolitan's negligence claim. The Court heard, and granted, ICF's motion
on March 6, 2002. It dismissed Metropolitan's negligence claim with prejudice
and did not allow Metropolitan leave to amend the complaint. After engaging in
four months of discovery, which included several dispositions, document requests
and interrogatories, ICF moved for summary judgment on Metropolitan's breach of
contract claim. On June 10, 2002, a week before trial was scheduled to commence,
the Court heard, and granted, ICF's summary judgment motion, finding no triable
evidence to support Metropolitan's breach of contract claim. The Court entered
judgment in favor of ICF on June 20, 2002.

            On July 3, 2002, ICF filed a Memorandum of Costs seeking to recover
approximately $43,000 from Metropolitan in costs and expert fees. (Recovery of
attorneys' fees is not permitted by statute.) The Court heard and denied
Metropolitan's motion to dismiss ICF's costs on August 22, 2002, and awarded ICF
those costs in full.

            Metropolitan has filed a Notice of Appeal apparently intending to
challenge the trial court's rulings on ICF's motions for judgment on the
pleadings and summary judgment. If Metropolitan pursues this appeal ICF will
defend itself vigorously as it did at the trial court level.

            On August 8, 2001, an ICF employee filed a complaint against
Starbucks Corporation and Wells Fargo Bank (Defendants) in San Francisco
Superior Court, claiming that the employee suffered wage loss, hospital and
medical expenses, general damage and loss of earning capacity in unspecified
amounts.

            On March 7, 2002, the defendants filed an amendment to the
cross-compliant, identifying ICF Communication Solutions, Inc. (ICF) as
fictitiously named cross-defendant Roe 1.

            Kemper Insurance has formally accepted ICF's tender of defense and
has hired the law firm of Boornazian, Jensen and Garthe of Oakland, California
to defend ICF on the cross-complaint of Wells Fargo. The insurance carriers for
Wells Fargo and Starbucks have settled the claim brought against them by ICF's
former employee but Wells is continuing to seek indemnity from ICF under the
terms of a contract entered into in March, 1999.

            It is ICF's position that the March, 1999 contract has no
applicabilty to the claim by the former employee and that no indemnity is owed.
The contractual and insurance coverage issues related to Well Fargo's indemnity
claim that are somewhat unclear, and it is likely that Kemper will seek to reach
a compromise settlement with Wells Fargo's carrier rather than litigate the
issue. There is presently no trial date set for the indemnity claim.





                                       12
<PAGE>


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

None. No annual meeting has been held since October 4, 2000 and we anticipate
holding one in the  summer of 2003.



                                     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,
2003. 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, 2001          $0.7500       $.3750
         June 30, 2001           $0.5000       $.3000
         September 30, 2001      $0.4500       $.3000
         December 31, 2001       $0.4000       $.2000
         March 31, 2002          $0.7500       $.2500
         June 30, 2002           $0.3000       $.1500
         September 30, 2002      $0.1800       $.0900
         December 31, 2002       $0.2400       $.0400
         March 31, 2003          $0.0900       $.0600


      On December 31, 2002, the closing price for our Common Stock on the OTC
Bulletin Board was $.10 per share. On December 31, 2002, there were
approximately 2,900 registered holders of record of our Common Stock. This does
not include beneficial shareholders whose Common Stock is held in street name.

      The Company in March 2003 issued Series A Redeemable Preferred Stock with
a five-year term, each share of Series A Preferred Stock being convertible into
ten shares of common stock. The Series A Redeemable Preferred Stock provides for
payment-in-kind dividends at a rate of 5%. The Company plans to file for an
increase in the number of authorized shares of common stock. Today, if all of
the Series A Preferred Stock with a five year term were not redeemed but
converted today into common stock, there would be an additional 12,019,231
shares of common stock issued with accrued Pay- in-kind (PIK) dividends for a
total of 38,703,322 shares of common stock before any issuance of common stock
pursuant to any outsanding option or warrant exercise.

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


                                       13
<PAGE>

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. The
dividends on Series A Preferred stock is pay-in kind and do not involve any cash
outlays.

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.
In March 2003, Mr. Burns exchanged his 376,623 options into 216,370 shares of
common stock.

      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 185,000 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 79,500 shares of common
stock (of which 62,500 have since been cancelled) at an exercise price of $.80
per share. During 2001, we granted incentive stock options vesting over four or
five year periods to employees to purchase an additional 200,000 shares of
common stock (of which 175,000 have since been cancelled) at an exercise price
of $.30 per share. During 2001, we granted incentive stock options vesting over
a two year period to employees to purchase an additional 400,000 shares of
common stock (of which 200,000 have since been cancelled) at an exercise price
of $.30 per share. During 2001, we granted incentive stock options with
immediate vesting to employees to purchase an additional 800,000 shares of
common stock (of which 675,000 have since been cancelled) at an exercise price
of $.30 per share.

      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


                                       14
<PAGE>

were surrendered to us at the April 26, 2000 OTCBB closing price of $2.00 per
share by certain non-employees 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. During 2002, there
were no options granted.

         At the Board of Directors Meeting on November 11, 2001, the Board
authorized Management to raise up to $3,000,000 of equity from the sale of
Common Stock in COMC at a price equal to or greater than $.15 per share. At that
time, the Company had had net operating losses for the preceding three
quartersand continued to lose money through the end of the calendar year. Prior
to theBoard Meeting, our Common Stock had traded at a weighted average of below
$.30 per share. Management's negotiations with institutional investors yielded
little response and private investors negotiated a price of $.15 per share. From
February 14, 2002, through March 30, 2002, we raised approximately $650,000
through a private placement of 4,329,967 shares of our common stock for $0.15
per share with various accredited investors (the "Investors").

      At the Board of Directors Meeting on February 28, 2003, the Board
authorized Management to raise up to $750,000 of equity from the sale of Series
A Preferred Stock with a five-year term in COMC at a price of approximately $.03
per share. At that time, the Company had incurred additional net losses for the
first nine months of 2002 of $1,552,500 on an unaudited basis and expected to
have a loss in the fourth quarter of 2002. Prior to the Board Meeting, our
Common Stock had traded between $.06 and $.09 per share in January and February
2003 and as low as $.04 per share in the fourth quarter of 2002. Management's
negotiations with institutional investors yielded little response and private
investors negogiated a price of $.286 per share of Series A Redeemable Preferred
Stock with a five-year term. In March 2003, we raised $312,500 through a private
placement of 1,092,657.34 shares of Series A Preferred Stock with a five-year
term for $.286 per share with various accredited investors (the "Investors").
Each share of Series A Preferred Stock-5 Year Term is convertible into 10 shares
of Common Stock and has a 5% pay-in kind dividend and has a vote equivalent to
20 shares of common stock. Each investor has the right to increase his purchase
by 25% for a 90 day period from the purchase date.

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 a regional 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 have maintained a minimal presence in the information techonolgy
recruitment industry, we have reduced our Recruitment Services Division staffing
to reflect the overall weakness in that industry.

      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


                                       15
<PAGE>

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.

Recent Events

There has been a downturn in the telecommunications market generally and reduced
orders from our two key customers have affected the Company's operations
resulting in lower sales levels and recurring losses, with a decrease in the
Company's liquidity which led to a reduction in our borrowing base at Comerica.

Steps were taken as of and subsequent to December 31, 2002 to improve the
situation including, the $500,000 conversion of shareholder note to equity,
treated as a capital contribution, the replacement of the Comerica line of
credit with a new financing arrangement with Greater Bay Bancorp, the moving of
our corporate offices from Martinez, CA to a smaller facility in Concord, CA in
November 2002, the elimination of our direct sales force, a reduction in our
work force and further cuts in overhead costs, the closing of our Birmingham
facility, the downsizing of our Houston operation, and changes in our
management. The foregoing matters are discussed more fully in Liquidity and
Capital Resources.

Critical Accounting Policies:

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that effect the amounts
reported in the Consolidated Financial Statements and accompanying Notes. The
Summary of Significant Accounting Policies appears in Note 1 to the Consolidated
Financial Statements and describes the significant accounting polices and
methods used in the preparation of the Consolidated Financial Statements.
Estimates are used for, but are not limited to, revenue recognition, the
allowance for doubtful accounts, and deferred tax assets. Actual results could
differ materially from these estimates. The following critical accounting
policies are impacted significantly by judgments, assumptions and estimates used
in the preparation of the Consolidated Financial Statements.

Revenue recognition. The Company derives a significant portion of its revenue
from long term contracts, which require the accurate estimation of the cost,
scope and duration of each engagement. Revenue and the related costs for these
projects are recognized on percentage of completion, using the cost incurred to
the estimated cost at completion. If the Company does not accurately estimate
the resources required or the scope of work to be performed, or does not manage
its projects properly under the contracts, then future margins may be
significantly and negatively affected or losses on existing contracts may need
to be recognized. Any such resulting reductions in margins or contract losses
could be material to the Company's results of operations.

Allowance for Doubtful Accounts. We perform ongoing credit evaluations of our
customers and adjust credit limits based upon payment history and the customer's
current credit worthiness, as determined by our review of their current credit
information. We continuously monitor collections and payments from our customers
and maintain a provision for estimated credit losses based upon our historical
experience and any specific customer collection issues that we have identified.
While such credit losses have historically been within our expectations and the
provisions established, we cannot guarantee that we will continue to experience
the same credit loss rates that we have in the past. Since our accounts
receivable are concentrated in a relatively few number of customers, a
significant change in the liquidity or financial position of any one of these
customers could have a material adverse impact on the collectability of our
accounts receivables and our future operating results.

Deferred Tax Assets. We evaluate our deferred tax assets for potential
recoverability. We have established a valuation allowance on our deferred tax
asset to the extent that we determine that it is more likely than not that some
portion or all of the deferred tax asset will not be realized. The ultimate
realization of the deferred tax asset is dependent upon the generation of future
taxable income.


Results of Operations:

Dollars in Thousands              Years ended
--------------------              December 31
                                2002       2001
                                ----       ----
     Net Revenues
     ------------
     Data & Voice Services     $11,628    $20,056
     Recruitment Services      $   505    $ 3,274
     ---------------------     -------    -------
        Total Revenue          $12,133    $23,330

      For the twelve months ended December 31, 2002 and 2001, our revenues were
$12,132,800 and $23,329,500, respectively, representing a 48% decrease. This
decrease was due primarily to a 42.0% decrease in Data and Voice Services
revenue for the year, and a 84.6% decrease in Recruitment Services revenue. In
2002 and as with the industry in general, revenues were affected from the
overall negative trends in the marketplace. Customers deferred or cancelled
major capital projects over the whole year of 2002. The decline has been
partially offset by an increase in maintenance revenue from our existing
customers.

      In 2002, revenue from our two largest customers accounted for
approximately 44%, and 35%, respectively of total revenues. Accounts receivable
balances at December 31, 2002 from these two customers represented approximately
36%, and 32%, respectively, of net accounts receivable. No other customer in
2002 accounted for more than 10% of total revenues. In 2001, revenues from our
three largest customers accounted for approximately 45%, 22% and 10%,
respectively, of total revenues. Accounts receivable balances at December 31,
2001 from these customers represented approximately 36%, 40% and 13%,
respectively, of net accounts receivables. No other customer in 2001 accounted
for more than 10% of total revenue.

                                       16
<PAGE>


Dollars in Thousands                 Years ended December 31:
--------------------
                                          Gross               Gross
                                         Profit              Profit
                                  2002   Margin     2001     Margin
                                  ----   ------     ----     ------
       Gross Profits
       -------------
       Data & Voice Service    $ 3,723    32.0%    $6,794      33.9%
       Recruitment Services    $   101    20.0%    $  674      20.6%
       --------------------    -------    ----     ------      ----
       Total Gross Profits     $ 3,824    31.5%    $7,468      32.0%


For the twelve months ended December 31, 2002 and 2001, cost of revenues were
$8,308,400 and $15,861,700, respectively, representing a decrease of 47.6%.
Conversely, our gross profit for the comparable periods was $3,824,400 and
$7,467,800, respectively, representing a decrease of 48.8%. Gross profit for
Data and Voice Services were $3,723,200 or 32.0% of revenue, for the twelve
months ended December 31, 2002 as compared with $6,794,100 and 33.9%,
respectively, for the twelve months ended December 31, 2001. The decrease in
margin was due to a higher utilization of subcontracted technical labor on large
projects. Gross profit and margin for Recruitment Services were $101,200 and
20.0%, respectively for the twelve months ended December 31, 2002 as compared
with $673,700 and 20.6%, respectively, for the twelve months ended December 31,
2001.

      Selling, general and administrative ("SG&A") expenses decreased 26.7% from
$7,808,800 for the twelve months ended December 31, 2001 to $5,721,200 for the
twelve months ended December 31, 2002. The decrease in year over year was due to
a reduction in workforce due to the unfavorable marketplace in 2002. We
significantly reduced our Recruitment Services division to reflect the changes
in the marketplace. We reduced our project management teams to reflect the
reduced activities of our major customers. We, however, are in position to
adequately respond to increased levels of activity that are expected by the 2nd
half of 2003.

      Included in our annual SG&A expenses are our holding company expenses,
which decreased by $85,700 from $703,200 for the twelve months ended December
31, 2001 to $617,500 for the twelve months ended December 31, 2002. The
decreased expense was due primarily to a decrease in legal and accounting costs.
SG&A expenses for ICF's operations decreased from $7,105,600 for the twelve
months ended December 31, 2001 to $5,103,700 for the twelve months ended
December 31,2002.

      Depreciation expenses were $319,800 and $336,100 for the twelve months
ended December 31, 2002 and 2001, respectively. This decrease was due to modest
purchases of additional field service and new office equipment. We expect that
depreciation will continue to decrease slightly in dollar terms as a result of
modest additional investments in capital equipment.

      Amortization expense and other non-cash charges were $1,400 and $2,400 for
the twelve months ended December 31, 2002 and 2001, respectively.

Dollars in Thousands                Twelve Months ended
--------------------                    December 31
                                      2002       2001
                                      ----       ----

Operating (Loss)                   $(2,218)     $(680)

      For the year ended December 31, 2002, the Operating Loss increased 226%
to a loss of $(2,218,000) from $ (679,500) in the comparable fiscal year ended
December 31, 2001.

                                       17
<PAGE>


      Interest Income decreased from $500 for the fiscal year ended December 31,
2001 to $100 for fiscal year ended December 31, 2002.

Interest Expense decreased for fiscal year ended December 31, 2002 to $169,700
from $392,400 for the fiscal year ended December 31, 2001. Interest Expense for
our bank borrowings decreased from $314,000 in 2001 to $109,000 in 2002 due to
decreased utilization on our line of credit borrowings and lower interest rates.
Interest Expense - Related Party decreased to $60,700 from $78,400 due to a
reduction of the interest rate from 10% in 2001 to 8% in 2002. Approximately
$1,400 related to amortization charges, while $59,300 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 $83,500 for fiscal year ended December
31, 2001, versus an expense of $61,000 for the fiscal year ended December 31,
2002.

      An Income Tax credit of $326,200 was taken for the fiscal year ended
December 31, 2001 due to availability of a net operating loss carry-back to
2000. The amount of income tax benefit recognized for the fiscal year 2002 of
approximately $404,000 represents the refundable income taxes that the Company
expects to receive in 2003 upon filing the Company's income tax returns for the
year ended December 31, 2002. We have provided a 100% valuation allowance in our
deferred tax assets as we are unable to conclude that it is more likely than not
that such deferred tax assets will be realized.

      Net Loss amounted to $2,044,200, or $.10 per share for the fiscal year
ended December 31, 2002 versus a Net Loss of $828,700, or $.05 per share for the
fiscal year ended December 31, 2001.

Liquidity and Capital Resources

      We have incurred operating losses during 2002 and 2001 and, as of April 1,
2003, we have limited additional financing available to us under our current
accounts receivable financing facility in order to fund any additional cash
required for our operations or otherwise. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management has taken
steps as of and subsequent to December 31, 2002 to improve the situation
including, the $500,000 conversion of shareholder note to equity, treated as a
capital contribution, the replacement of the Comerica line of credit with a new
financing arrangement with Greater Bay Bancorp, the moving of our corporate
offices from Martinez, CA to a smaller facility in Concord, CA in November 2002,
the elimation of our direct sales force, a reduction in our work force and
further cuts in overhead costs, the closing of our Birmingham facility, the
downsizing of our Houston operation, and changes in our management. Any
temporary lack of available financing could have a materially unfavorable effect
on the Company's financial statements. Our long-term prospects are dependent
upon a return to profitability and/or the ability to raise additional capital as
necessary to finance operations. The consolidated financial statements included
in this annual report do not include any adjustments that might result from the
outcome of this uncertainty.

      Cash and cash equivalents decreased to $29,400 at December 31, 2002
compared to $200,700 at December 31, 2001.

      Cash Flows From Operating Activities: For the twelve months ended December
31, 2002, cash generated from operating activities was $896,000 which resulted
primarily from our net loss for fiscal year 2002 of $2,044,200, offset by
non-cash charges of $405,400, by our decrease in operating assets of $2,380,200
and by our growth in liabilities of $154,600, primarily increases in customer
deposits and payables of $455,600.

      Accounts receivable decreased $2,347,800 due to decreased sales in 2002 as
well as an increased emphasis on collection of receivables by management.
Accounts Payable also increased $185,400 due to increased use of trade credit,
and there was an increase in customer deposits of $270,200.

      Cash Flows From Investing Activities: For the year ended December 31,
2002, net cash used for investing activities was $14,500 as a result of new
equipment purchases and leasehold improvements, and deposit decreases of $2,300.

      Cash Flows From Financing Activities: For the year ended December 31,
2002, net cash used in our financing activities was $1,052,800, with an decrease
in our line of credit of $1,636,100, which was partically offset by $624,500 in
net proceeds from sale of common stock.

      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 had a two-year term and all amounts borrowed
accrued 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 has been used to support working
capital. Subsequent to December 31, 2001, the Company (i) raised approximately
$650,000 in a private placement of its common stock with various accredited


                                       18
<PAGE>

investors,(ii) paid off its Line of Credit Facility with Coast Business Credit,
and (iii) secured a $2,000,000 revolving line of credit under a Revolving Credit
Loan & Security Agreement with Comerica Bank ("Agreement") that expires in
February 2003. The borrowings under the Agreement are limited to no more than
80% of eligible accounts receivable (as defined in the agreement), bear interest
at the bank's prime rate plus 2.0% (6.25% as of December 31, 2002) and are
collateralized by the Company's accounts receivable, inventories, and property
and equipment. The Agreement contains certain restrictive covenants, which
require , among other things, that we maintain certain financial ratios
pertaining to tangible net worth (as defined), debt to tangible net worth (as
defined), and current ratio, and maintain certain minimum levels of tangible net
worth (as defined) and net income (as defined). We were not profitable in 2002
and did not meet the covenants pertaining to net income and current ratio (as
defined in the Agreement). The Bank waived the net income covenant and current
ratio for the first quarter of 2002, but the Company did not receive a
subsequent waiver. We have not been able to satisfy all financial covenants
since then and continue to be in default and the Bank has the right to exercise
various remedies afforded under the Agreement, including the right to demand
immediate payment in full of the then outstanding balance under the line of
credit. On December 6, 2002, we received notice that we were still in default on
various terms of the Agreement. On February 7, 2003, we executed a modification
of the Agreement which, provided, among other terms, a reduction in the
borrowing base, as defined in the Agreement, to 70%, with a further reduction to
60% in certain situations, a reduction in the credit limit to $750,000, with a
further reduction to $550,000 in certain situations, and a modification to the
termination date to March 14, 2003. We paid off the balance of monies due
Comerica on February 27, 2003. In February 2003, we entered into a one year
accounts receivable financing facility with a division of Greater Bay Bancorp to
replace our facility with Comerica. The Agreement with Greater Bay Bancorp
provides, among its terms, a $1,000,000 financing facility with a borrowing
formula of 80% of eligible receivables, collateralized with a first lien on all
assets. The finance fees on this Greater Bay Bancorp facility are 1.5% per month
on average daily cash balances with an additional administrative fee and an
annual commitment fee. There are no financial covenants under this facility. Any
temporary lack of financing could have a materially unfavorable effect on the
Company's financial statements. The Company's long-term prospects are dependent
upon a return to profitability and/or the ability to raise additional capital as
necessary to finance our operations.

      Our long-term liabilities include $250,000 in Related Party Subordinated
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 accrued at 10% per annum on these Notes and was 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 Subordinated Notes Payable to $750,000.

     On December 21, 2001, Mr. Burns amended his employment contract with the
company as well as the terms on his subordinated $750,000 Note with the company.
The Amended subordinated note in the amount of $750,000 is now due and payable
on January 30, 2004. The fixed annual interest rate of the Note is 8%. The term
of Mr. Burns' employment agreement is now the earlier of the due date of the
Note, repayment of his Note in full, or the sale or transfer of the Note by Mr.
Burns.

      In December 2002, Mr. Burns (1) reduced the principal amount of his Note
from $750,000 to $250,000 and reduced the interest rate from 8% to 4% per annum
as of December 28, 2002, (2) agreed to be paid as follows: (a) $25,000 on or
before March 31, 2003, and (b) the remaining balance to be paid on the original
due date of the Note, and (3) received 1,785,000 shares of fully paid common
stock of the Company in return for Cancellation of $500,000 of Mr. Burn's note.

      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 by certain non-employees 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,
2001, 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, 2002 was $422,500, representing
a decrease of $1,146,600 over December 31, 2001. We believe that our current


                                       19
<PAGE>

anticipated cash flow from operations plus our present sources of liquidity from
current assets, and funds from the Line of Credit Facility, our refundable
income taxes,and sale of Series A Preferred Stock should be sufficient to
finance operations for the foreseeable future and meet our short-term
obligations.

      In the year 2002, we have depended on two large customers for the majority
of our revenue. A loss of either 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.

      The following table discloses our contractual commitments relating to
lease obligations and long-term debt for future periods (See footnote 4 and 6):

              Year ending
              December 31,
                  2003              $         349,200
-----------------------------------------------------
                  2004                        554,000
-----------------------------------------------------
                  2005                        228,500
-----------------------------------------------------
                  2006                        117,600
-----------------------------------------------------
                  2007                         97,500
-----------------------------------------------------
                                    $       1,346,800
                                    =================
-----------------------------------------------------

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.


                                    PART III

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

Officers and Directors

      Set forth below is information concerning each of our Directors and
officers as of April 15, 2003:

Name                      Age          Position
----                      ---          ---------------------------
Janice B.Fuellhart        55           Chairman of the Board, Chief Executive
                                         Officer, President
Steven Richman            60           Director
William M. Burns          44           Director
Paul E. Graf              35           Director
Christopher R. Smith      39           Director
Marc Dell'Immagine        46           Controller, Principal Accounting Officer

      Janice B. Fuellhart, age 55, has been our Chairman and a member of the
Board of COMC since February 28, 2003. Ms. Fuellhart was also appointed
Chairman, CEO and President of ICF Communication Solutions, Inc., our wholly
owned operating subsidiary on February 28, 2003. Upon the acceptance of Mr.
Smith's resignation, Ms. Fuellhart was appointed CEO and President of COMC.
Previously, Ms. Fuellhart served as Executive Chairman of PageOne Communications
in London, England and CEO of USA Mobile Communications headquartered in Ohio,
and President and Chief Operating Officer of Cable Systems USA based in
Pennsylvania. Ms. Fuellhart is a private investor primarily in the
telecommunications industry. Ms. Fuellhart received a BA degree from Clarion
University of Pennsylvania and as well being a recipient of an Honorary Doctor
of Letters from Clarion University.

      Steven Richman, age 60, is the principal owner and has served as the Chief
Executive Officer of Fabric Resources International for more than the past five
years. Mr. Richman is an active investor in the telecom industry. Mr. Richman
was the co-founder and an officer of Cable Systems USA, an officer of Cellular
Systems USA, and a Director of USA Mobile Communications Holdings, Inc.,
Phonetel, Inc., and Cable Systems USA II. Mr. Richman received his BS degree
from Cornell University.

                                       20
<PAGE>

      William M. Burns, age 44, was the Chairman of the Board of COMC until he
stepped down from that position on February 28, 2003. Mr. Burns became one of
our Directors in 1997. Mr. Burns was also a co-founder in 1989 of and is now the
Executive Vice-President and Chief Operating Officer 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 35, is a private investor and has served on the Board of
Directors of Choice Media and various other private enterprises. Mr. Graf was
founder, Chairman and CEO of Portalvision, Inc.,an internet community software
development company from August,1999 until May 2002. Prior to Portalvision, Mr.
Graf was a Public Equity Portfolio Manager and Venture Capital investor in New
York, NY from 1997 to 1999. Mr. Graf received his BS in Business from Lehigh
University in 1989.

      Christopher R. Smith, age 39, is one of our Directors. Until the
acceptance of his resignation that was offered to the Board on February 28, 2003
and subsequently accepted by the current Chairman, Mr. Smith was Chief Executive
Officer and President and Acting Chief Financial Officer of COMC. Mr. Smith
previously held officer positions at ICF until February 28, 2003 when Ms.
Fuellhart became President and Mr. Burns became Executive Vice President and
COO, respectively, of ICF. Mr. Smith was responsible for our day to day
management, acquisitions and strategic planning. 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.


      Marc Dell'Immagine, age 46, is our Controller and Principal Accounting
Officer. Mr. Dell'Immagine is responsible for the financial management, contract
management, treasury and financial reporting. Prior to joining us in November
2001, Mr. Dell'Immagine spent sixteen years in public accounting with a local
CPA firm. Mr. Dell'Immagine has had experience in dealing with a wide array of
businesses in various industries. Mr. Dell'Immagine has a BS degree in
accounting from Hayward State University.



                                       21
<PAGE>

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. Since the last
filing of our annual report on Form 10K, John Ackerman, Paul Bakker and Patrick
Guarino have resigned from the Board of the Company.

Committees of the Board

      Our Executive Committee is made up of our entire Board of Directors, while
our Audit Committee is made up of Paul E. Graf and Steven Richman. The
Compensation and Option Committee consists of Paul E. Graf and William M. Burns.
The Nominating Committee consists of Janice B. Fuellhart. 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. The Chairman of the Company is elected by the Board of Directors and
all other officers are appointed by the CEO. Presently, Janice B. Fuellhart is
our Chairman and Chief Executive Officer and President of COMC and Chairman, CEO
and President of ICF Communication Solutions, Inc., our wholly owned operating
subsidiary. William M. Burns is Executive Vice-President and Chief Operating
Officer of ICF Communication Solutions, Inc. Marc Dell'Immagine is our
Controller and Principal Accounting Officer.

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 The Company believes that the
individuals are in the process of filing all of the appropriate reports with the
SEC

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,
2000, 2001 and 2002:



<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>
Christopher R. Smith (3),(5)     2002              149,183                 -0-                       -0-
Chief Executive Officer
President,                ------------------- -------------------- --------------------  -----------------------
 Acting CFO                      2001              149,583               25,000                      -0-
                          ------------------- -------------------- --------------------  -----------------------
                                 2000              150,385                 -0-                       -0-
----------------------------------------------------------------------------------------------------------------
William M Burns (4),(5)          2002              118,559                 -0-                       -0-
Chairman                   ------------------- -------------------- --------------------  -----------------------
                                 2001              149,583              25,000                       -0-
                           ------------------- -------------------- --------------------  -----------------------
                                 2000              150,385                 -0-                       -0-
----------------------------------------------------------------------------------------------------------------



                                       22
<PAGE>

(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. Smith resigned as President and CFO of ICF on February 28, 2003 and on
     April 3, 2003, the current Chairman, on behalf of the Board, accepted Mr.
     Smith's offer to the Board to resign as CEO, President and acting CFO of
     COMC at the request of the Chairman, which was accepted.
(4)  Mr. Burns stepped down as Chairman of the Board on February 28, 2003. Mr.
     Burns was appointed Executive Vice-President and Chief Operating Officer of
     ICF on February 28, 2003.
(5)  Ms. Janice Fuellhart was appointed to the Board of Directors of COMC and
     ICF on February 28, 2003 and also appointed Chairman of COMC. Ms. Fuellhart
     was also appointed Chairman, CEO and President of ICF on February 28, 2003.
     Upon the acceptance of Mr. Smith's resignation from COMC, Ms. Fuellhart
     became President and CEO of COMC.

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

Aggregate Option Exercises in 2002 and Fiscal Year-End Option Values

         No options granted to employees, officers and directors were exercised
during the year ended December 31, 2002. In March 2003, William Burns exchanged
376,623 options for 216,370 shares of common stock of COMC.

      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, 2001 and based upon the
above referenced transactions, we had a total of 21,193,991 shares of common
stock issued, of which 3,801,237 were held in Treasury.

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, 2002. No options held by such individuals were exercised during 2002.

                             Number of Shares of Common            Value of Unexercised
                            Stock Underlying Unexercised           In-the-Money Options
                            Options at December 31, 2002          at December 31, 2002(1)
                            ---------------------------------------------------------------
Name                        Exercisable    Unexercisable       Exercisable    Unexercisable
----                        -----------    -------------       -----------    -------------

Christopher R. Smith .....    2,463,896               --        $   49,278               --
William M. Burns (2)......      376,623               --        $    7,532               --


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

(2)  In March 2003, Mr. Burns exchanged 376,623 options for 216,370 shares of
     common stock.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table below sets forth, as of December 31, 2002, information regarding
the beneficial ownership of our Common Stock based upon the most recent


                                       23
<PAGE>

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., 4030 Pike Lane, Suite C, Concord, CA 94520.

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

John J. Ackerman (1)             Common Stock     1,983,252        8.39%
Christopher Whitman              Common Stock     1,200,000        5.08%
William M. Burns (2)             Common Stock     3,623,376       15.09%
Charles E. Lincoln (3)           Common Stock     3,623,376       15.09%
Christopher R. Smith(4)          Common Stock     3,336,846       12.79%
Marvin P. Loeb (5)               Common Stock     1,544,298        6.53%
Paul E. Graf                     Common Stock       520,000        2.19%

All Five Percent Holders,        Common Stock    16,057,848       58.64%
Officers and Directors as a
Group (7 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.

(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.

(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

(4) Includes 872,950 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.

(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.

(6) The Company is currently reviewing all of its option agreements.


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.



                                       24
<PAGE>

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 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;



                                       25
<PAGE>

      (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
owned 200,000 shares and had an 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.

      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


                                       26
<PAGE>

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.

      On December 21, 2001, Mr. Burns amended his employment contract with the
company as well as the terms on his subordinated $750,000 Note with the company.
The Amended subordinated note in the amount of $750,000 is now due and payable
on January 30, 2004. The fixed annual interest rate of the note is 8%. The term
of the employment agreement is earlier of the due date of the note, repayment in
full, or the sale or transfer of the note by Mr. Burns.

      On December 21, 2001, Mr. Smith amended his employment contract with the
company. The term of the employment agreement is (a) August 10, 2002, (b) the


                                       27
<PAGE>

repayment in full of the Amended Subordinated Note of December 21, 2001, or(c),
the sale or transfer of the note by Mr. Burns.


         In December 2002, Mr. Burns (1) reduced the principal amount of his
Note from $750,000 to $250,000 and reduced the interest rate from 8% to 4% per
annum as of December 28, 2002, (2) agreed to be paid as follows (a) $25,000 on
or before March 31, 2003, and (b) the remaining balance to be paid on the
original due date of the Note, and (3) received 1,785,000 shares of fully paid
common stock of the Company.

         At the Board of Directors Meeting on February 28, 2003, the Board
authorized Management to raise up to $750,000 of equity from the sale of Series
A Preferred Stock with a five-year term in COMC at a price of approximately $.03
per share. At that time, the Company had incurred additional net losses for the
first nine months of 2002 of $1,552,500 on an unaudited basis and expected a
loss in the fourth quarter of 2002. Prior to the Board Meeting, our Common Stock
had traded between $.06 and $.09 per share in January and February 2003 and as
low as $.04 per share in the fourth quarter of 2002. Management's negotiations
with institutional investors yielded little response and private investors
negotiated a price of $.286 per share of Series A Stock with a five-year term.
In March 2003, we raised $312,500 through a private placement of 1,092,657.34
shares of Series A Preferred Stock with a five-year term for $.286 per share
with various accredited investors (the "Investors"). Each share of Series A
Preferred Stock-5 Year Term is convertible into 10 shares of Common Stock and
has a pay-in kind dividend and a vote equivalent to 20 shares of common stock.
Each investor has the right to increase his purchase by 25% for a 90 day period
from the purchase date.

         As of December 31, 2002 and March 31, 2003, there are no voting
agreements in effect and all previous Ones have expired or been cancelled.

                                     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.


            (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.



                                       28
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

(a)       Under the supervision and with the participation of our management,
          including our principal executive officer, to the best of her
          knowledge, and principal financial officer, we have evaluated the
          effectiveness of the design and operation of our disclosure controls
          and procedures pursuant to Exchange Act Rule 13a-14(c) promulgated
          under the Securities Exchange Act of 1934, as amended, within 90 days
          of the filing of this report. Based upon that evaluation, the
          principal executive officer, to the best of her knowledge, and
          principal financial officer have concluded that our disclosure
          controls and procedures are effective.

(b)       There have been no significant changes (including corrective actions
          with regard to significant deficiencies or material weaknesses) in our
          internal controls or in other factors that could significantly affect
          these controls subsequent to the date of their evaluation.



                                       29

<PAGE>


                            COMC, Inc. and Subsidiary

                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


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


       Report of Independent Certified Public Accountants                   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-23


                                       F-1



<PAGE>



Report of Independent Certified Public Accountants

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, 2002 and 2001, 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, 2002 and 2001, 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 accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. As discussed in Note 2 to the
financial statements, the Company has incurred operating and net losses in 2002
and 2001. Further, the Company has limited additional financing available under
its current accounts receivable financing facility in order to fund any
additional cash required for its operations or otherwise. These matters raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plan in regard to these matters is also described in Note
2. The accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ BDO Seidman, LLP
San Jose, California
April 11, 2003


                                       F-2



<PAGE>



                            COMC, Inc. and Subsidiary

                           Consolidated Balance Sheets

--------------------------------------------------------------------------------
December 31,                                               2002         2001
--------------------------------------------------------------------------------
Assets (Notes 2 and 4)

Current:
     Cash and cash equivalents (Note 11)               $    29,400   $   200,700
     Accounts receivable, less allowance for
        doubtful accounts of $58,300 and $75,000
        (Note 11)                                        1,404,900     3,693,600
     Unbilled receivables, net                             592,600       635,000
     Inventories                                           144,100       198,900
     Prepaid expenses and other current assets             107,000        84,600
     Refundable income taxes                               400,900       404,100
     Deferred income taxes (Note 9)                         50,000       129,900
--------------------------------------------------------------------------------
Total Current Assets                                     2,728,900     5,346,800

Property and Equipment, net (Note 3)                       724,000       900,200

Other Assets (Note 7)                                       71,600        75,300
--------------------------------------------------------------------------------
                                                        $3,524,500   $ 6,322,300
================================================================================

          See accompanying notes to consolidated financial statements.


                                       F-3


<PAGE>


                            COMC, Inc. and Subsidiary

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
December 31,                                                        2002           2001
-------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity (Note 2)

Current Liabilities:
<S>                                                            <C>             <C>
    Bank borrowings (Note 4)                                  $      27,100    $  1,663,200
    Accounts payable                                              1,037,900         852,500
    Accrued expenses (Note 5)                                       613,900         849,300
    Current portion of long-term debt (Note 4)                       38,900          25,500
    Customer deposits                                               588,600         318,400
    Accrued interest due related party (Note 7)                          --          68,800
-------------------------------------------------------------------------------------------
Total Current Liabilities                                         2,306,400       3,777,700

Long-term Debt, less current portion (Note 4)                        84,500          12,300

Related Party Subordinated Notes Payable (Note 7)                   250,000         750,000

Deferred Income Taxes (Note 9)                                       50,000          72,000
-------------------------------------------------------------------------------------------
Total Liabilities                                                 2,690,900       4,612,000
-------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 4, 6, 8, and 10)

Series A Redeemable Preferred Stock (Note 10)                            --              --

Shareholders' Equity (Notes 7 and 10):
    Common stock, $.01 par value; 40,000,000 shares
      authorized; 27,433,958 and 21,193,991 shares issued;
        23,632,721 and 17,392,754 shares outstanding                274,300         211,900
Additional paid-in capital                                       16,832,600      15,727,500
Accumulated deficit                                             (14,021,000)    (11,976,800)
Treasury stock at cost; 3,801,237 and 3,801,237 shares           (2,252,300)     (2,252,300)
-------------------------------------------------------------------------------------------
Total Shareholders' Equity                                          833,600       1,710,300
-------------------------------------------------------------------------------------------
                                                               $  3,524,500    $  6,322,300
===========================================================================================


          See accompanying notes to consolidated financial statements.





                                       F-4


<PAGE>


                            COMC, Inc. and Subsidiary

                      Consolidated Statements of Operations

--------------------------------------------------------------------------------
Years Ended December 31,                                2002           2001
--------------------------------------------------------------------------------

Revenues (Note 11):
     Data and voice services                       $ 11,627,600    $ 20,055,800
     Recruitment services                               505,200       3,273,700
--------------------------------------------------------------------------------
                                                     12,132,800      23,329,500
--------------------------------------------------------------------------------
Cost of Revenues:
     Data and voice services                          7,904,400      13,261,700
     Recruitment services                               404,000       2,600,000
--------------------------------------------------------------------------------
                                                      8,308,400      15,861,700
--------------------------------------------------------------------------------
Gross Profit                                          3,824,400       7,467,800
--------------------------------------------------------------------------------
Operating Expenses:
     Selling, general, and administrative             5,721,200       7,808,800
     Noncash expenses:
        Depreciation and amortization (Note 3)          321,200         338,500
--------------------------------------------------------------------------------
                                                      6,042,400       8,147,300
--------------------------------------------------------------------------------
(Loss) From Operations                               (2,218,000)       (679,500)
--------------------------------------------------------------------------------
Other Income (Expense):
     Interest income                                        100             500
     Interest expense (Note 4)                         (109,000)       (314,000)
     Interest expense, related party (Note 7)           (60,700)        (78,400)
     Other                                              (61,000)        (83,500)
--------------------------------------------------------------------------------
                                                       (230,600)       (475,400)
--------------------------------------------------------------------------------
(Loss) Before Provision for Income Taxes             (2,448,600)     (1,154,900)

Income Tax Benefit (Note 9)                            (404,400)       (326,200)
--------------------------------------------------------------------------------
Net (Loss)                                         $ (2,044,200)      $(828,700)
================================================================================
Basic (Loss) per Common Share                      $      (0.10)    $     (0.05)
Diluted (Loss) per Common Share                    $      (0.10)    $     (0.05)
================================================================================
Basic Weighted-Average Common Shares Outstanding     21,128,337      17,392,754
Diluted Weighted-Average Common Shares Outstanding   21,128,337      17,392,754
================================================================================

          See accompanying notes to consolidated financial statements.


                                       F-5




<PAGE>



                                                COMC, Inc. and Subsidiary

                                     Consolidated Statements of Shareholders' Equity

                                                   (Notes 7 and 10)


------------------------------------------------------------------------------------------------------------------------------------
                                      Common Stock          Additional                          Treasury Stock
                              --------------------------     Paid-in       Accumulated    ---------------------------
                                 Shares        Amount        Capital         Deficit        Shares     Amount          Total
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 1, 2001     21,193,991   $    211,900   $ 15,727,500    $(11,148,100)    (3,801,237) $(2,252,300)   $  2,539,000

Net loss                            --             --             --          (828,700)            --           --        (828,700)
----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2001   21,193,991        211,900     15,727,500     (11,976,800)    (3,801,237)  (2,252,300)      1,710,300

Proceeds from issuance of
  common stock in private
  placement (net)              4,329,967         43,400        581,100              --            --           --          624,500

Issuance of shares for debt
  conversion - related party   1,785,000         17,800        512,700              --            --           --          530,500

Issuance of shares for
  services                       125,000          1,200         11,300              --            --           --           12,500

Net loss                              --             --             --      (2,044,200)           --           --       (2,044,200)
----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2002   27,433,958   $    274,300   $ 16,832,600    $(14,021,000)   (3,801,237) $(2,252,300)    $    833,600
====================================================================================================================================

          See accompanying notes to consolidated financial statements.



                                       F-6



<PAGE>



                            COMC, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows

--------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                                                                    2002                   2001
--------------------------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
     Net (Loss)                                                                         $ (2,044,200)        $   (828,700)
     Adjustments to reconcile net (loss) to net cash
        provided by (used in) operating activities:
           Amortization of deferred finance charge                                             1,400                2,400
           Depreciation and amortization                                                     319,800              336,100
           Issuance of common stock for interest                                              30,500                   --
           Issuance of common stock for services                                              12,500                   --
           Provision for doubtful accounts                                                   (16,700)            (148,200)
           Deferred income tax                                                                57,900              129,500
           Changes in operating assets and liabilities:
              Accounts and unbilled receivable                                             2,347,800            4,204,000
              Inventories                                                                     54,800               31,200
              Prepaid expenses and other current assets                                      (22,400)              86,000
              Accounts payable                                                               185,400           (1,885,800)
              Accrued expenses                                                              (235,400)            (127,800)
              Income taxes refundable                                                          3,200             (314,400)
              Customer deposits                                                              270,200           (2,261,600)
              Accrued interest due related party                                             (68,800)              68,800
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used in) Operating Activities                                          896,000             (708,500)
------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
     Deposits                                                                                  2,300               13,400
     Proceeds from sale of property and equipment                                                 --                2,100
     Purchase of property and equipment                                                      (16,800)             (93,800)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash (Used In) Investing Activities                                                      (14,500)             (78,300)
------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
     Proceeds from sale of common stock, net                                                 624,500                   --
     Advances from bank loans and other credit institution                                13,900,000           25,341,300
     Repayments on bank loans and other credit institution                               (15,536,100)         (24,657,800)
     Payments for long-term debts                                                            (41,200)             (27,500)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided By Financing Activities                                       (1,052,800)             656,000
------------------------------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                                                   (171,300)            (130,800)
Cash and Cash Equivalents, beginning of year                                                 200,700              331,500
------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of year                                                  $     29,400         $    200,700
====================================================================================================================================
Cash Paid For:
     Interest                                                                           $    169,800         $    323,600
     Income taxes                                                                       $   (471,000)        $     38,200
Noncash Investing and Financing Activities:
     Issuance of common stock for debt conversion and accured interest                  $    530,500         $       --
     Purchase of vehicles through issuance of long-term debt                            $    126,800         $       --
====================================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       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 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.  The Company is
                             redirecting   its  business  focus  away  from  the
                             recruitment  and placement  services in 2003 and is
                             not actively seeking new customers in this area.

                             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.

                             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
                             7).


                             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 materially 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 contracts of
                             longer duration (typically covering periods of
                             two-to-three months) are recognized principally on
                             the percentage-of-completion method in the ratio
                             that cost incurred bears to estimated cost at
                             completion. Projects costs comprise time and
                             materials. Out-of-pockets costs are not billed
                             separately, rather, such costs are included in the
                             contract price. Profit estimates are revised
                             periodically based on changes in facts; any losses
                             on contracts are recognized immediately. Revenue
                             from claims is insignificant.

                             Revenue and related costs for recruitment  services
                             are recognized as services are provided.


                             Advertising Costs

                             The cost of advertising is expensed as incurred.
                             Advertising costs for the years ended December 31,
                             2002 and 2001, were approximately $14,400 and
                             $5,700, 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, 2002 and 2001, 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,
                             2002, all potential common shares were excluded
                             from diluted earnings per share as their effects
                             were antidilutive.

                             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, 2002 and 2001, 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 January 2002, the Financial Accounting Standards Board's Emerging Issues Task
Force (EITF) reached consensus on EITF 01-14 on the topic of "Income Statement
Characterization of Reimbursements Received for Out of Pocket Expenses
Incurred." This topic addresses whether reimbursements received for
out-of-pocket expenses incurred should be characterized in the income statement
as revenue or as a reduction of expenses incurred. The EITF concluded that
reimbursements received for out of pocket expenses incurred should be
characterized as revenue in the income statement. This pronouncement is
applicable in financial reporting periods beginning after December 15, 2001, and
comparative financial statements for prior periods are to be reclassified to
comply with the guidance in this announcement. The Company historically does not
separately bill its customers for out-of-pocket expenses, rather, reimbursement
of such expenses is included in the contract price and recognized as revenue as
a component of data and voice services. Accordingly, the implementation of EITF
01-14 will have no effect on the Company's financial statements.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit Activities," (SFAS 146) which addresses financial
accounting and reporting for costs associated with exit activities and
supersedes Emerging Issues Task Force (EITF) statement 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146
requires that a liability for a cost associated with an exit or disposal
activity be recognized and measured initially at fair value only when the
liability is incurred. SFAS 146 is effective for exit or disposal activities
initiated after December 31, 2002. Management does not expect the adoption of
this Statement to have a material impact on the Company's consolidated financial
position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others," which clarifies disclosure and
recognition/measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 31, 2002 and the recognition/measurement requirements are effective on
a prospective basis for guarantees issued or modified after December 31, 2002.
Management does not expect the adoption of this Interpretation to have a
material impact on the Company's consolidated financial position or results of
operations.

In December 2002, the FASB issued Statement No. 148, " Accounting for
Stock-Based Compensation - Transition and Disclosure." (SFAS 148) This Statement
amends SFAS 123, "Stock-Based Compensation," (SFAS 123) to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Additionally, SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS 148 is effective for financial statements for fiscal years ended
after December 31, 2002. In compliance with SFAS 148 management has elected to
continue to follow the intrinsic value method in accounting for the Company's
stock-based employee compensation arrangement as defined by Accounting
Principles Board Opinion No. 25, (APB 25) "Accounting for Stock Issued to
Employees."

In January 2003, the FASB issued Interpretation No. 46 (FIN 46) "Consolidation
of Variable Interest Entities," which addresses consolidation by business
enterprises of variable interest entities that either: (1) do not have
sufficient equity investment at risk to permit the entity to finance its
activities without additional subordinated financial support, or (2) the equity
investors lack an essential characteristic of a controlling financial interest.
FIN 46 requires disclosure of Variable Interest Entities (VIEs) in financial
statements issued after January 31, 2003, if it is reasonably possible that as
of the transition date: (1) the Company will be the primary beneficiary of an
existing VIE that will require consolidation or, (2) the Company will hold a
significant variable interest in, or have significant involvement with, an
existing VIE. The Company does not have any entities that will require
disclosure or new consolidation as a result of adopting the provisions of FIN
46.


                                      F-13
<PAGE>

                            COMC, Inc. and Subsidiary

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

2. Future Prospects

The Company has incurred operating and net losses during 2002 and 2001 and, as
of April 1, 2003, has limited additional financing available under its current
accounts receivable financing facility in order to fund any additional cash
required for its operations or otherwise. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management has taken
steps as of and subsequent to December 31, 2002 to improve the situation
including, the $500,000 conversion of shareholder note to equity, treated as a
capital contribution, the replacement of the Comerica line of credit with a new
financing arrangement with Greater Bay Bancorp, the moving of the Company's
corporate offices from Martinez, California to a smaller facility in Concord,
California in November 2002, the elimination of the Company's direct sales
force, a reduction in the Company's work force and further cuts in overhead
costs, the closing of the Company's Birmingham facility, the downsizing of the
Company's Houston operation, and changes in the Company's management. Any
temporary lack of available financing could have a materially unfavorable effect
on the Company's financial statements. The Company's long-term prospects are
dependent upon a return to profitability and/or the ability to raise additional
capital as necessary to finance operations. The consolidated financial
statements included in this annual report do not include any adjustments that
might result from the outcome of this uncertainty.

3.   Property and             Property and equipment  consisted of the following
     Equipment                as of December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                      2002               2001
                              ------------------------------------------------------------------
<S>                                                               <C>                 <C>
                              Furniture and office equipment      $  857,400          $  855,100
                              Vehicles                               565,000             427,100
                              Computer equipment                     439,100             437,100
                              Software                                75,600              74,200
                              Leasehold improvements                 205,800             242,000
                              ------------------------------------------------------------------
                                                                   2,142,900           2,035,500
                              Less accumulated depreciation
                                and amortization                   1,418,900           1,135,300
                              ------------------------------------------------------------------
                                                                  $  724,000         $   900,200
                              ------------------------------------------------------------------
</TABLE>

4.   Financings               Line of Credit

                              The Company had a $3,000,000 revolving line of
                              credit with a bank that expired in February 2002.
                              The borrowings under the line of credit bear
                              interest at the bank's prime rate plus 3.5% (8.5%
                              as of December 31, 2001) 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, 2001,
                              there was $1,336,800 available under the line of
                              credit. During a portion of 2001, the Company was
                              not in compliance with certain of the financial
                              covenants, however as of December 31, 2001, the
                              Company was in compliance with all financial
                              covenants.

                              Subsequent to December 31, 2001, the Company (i)
                              raised approximately $650,000 in a private
                              placement of its common stock with various
                              accredited investors,(ii) paid off its Line of
                              Credit Facility with Coast Business Credit, and
                              (iii) secured a $2,000,000 revolving line of
                              credit under a Revolving Credit Loan & Security
                              Agreement with Comerica Bank ("Agreement") that
                              expires in February 2003. The borrowings under the
                              Agreement are limited to no more than 80% of
                              eligible accounts receivable (as defined in the
                              agreement), bear interest at the bank's prime rate
                              plus 2.0% (6.25% as of December 31, 2002) and are
                              collateralized by the Company's accounts
                              receivable, inventories, and property and
                              equipment. The Agreement contains certain
                              restrictive covenants, which require , among other
                              things, that the Company maintain certain
                              financial ratios pertaining to tangible net worth
                              (as defined), debt to tangible net worth (as
                              defined), and current ratio, and maintain certain
                              minimum levels of tangible net worth (as defined)
                              and net income (as defined). The Company was not
                              profitable in 2002 and did not meet the covenants
                              pertaining to net income and current ratio (as
                              defined in the Agreement). The Bank waived the net
                              income covenant and current ratio for the first
                              quarter of 2002, but the Company did not receive a
                              subsequent waiver and was not able to satisfy all
                              financial covenants since then and continued to be
                              in default. On December 6, 2002, the Company
                              received notice that it was were still in default
                              on various terms of the Agreement. On February 7,
                              2003, the Company executed a modification of the
                              Agreement which, provided, among other terms, a
                              reduction in the borrowing base, as defined in the
                              Agreement, to 70%, with a further reduction to 60%
                              in certain situations, a reduction in the credit
                              limit to $750,000, with a further reduction to
                              $550,000 in certain situations, and a modification
                              to the termination date to March 14, 2003. The
                              Company paid off the balance of monies due
                              Comerica on February 27, 2003.

                              In February 2003, the Company entered into a one
                              year accounts receivable financing facility with a
                              division of Greater Bay Bancorp to replace its
                              facility with Comerica. The Agreement with Greater
                              Bay Bancorp, provides, among its terms, a
                              $1,000,000 financing facility with a borrowing
                              formula of 80% of eligible receivables,
                              collateralized with a first lien on all assets.
                              The finance fees on this Greater Bay Bancorp
                              facility are 1.5% per month (18% annual rate) on
                              average daily cash balances with an additional
                              administrative fee and an annual commitment fee.
                              There are no financial covenants under this
                              facility. Any temporary lack of financing could
                              have a materially unfavorable effect on the
                              Company's financial statements. The Company's
                              long-term prospects are dependent upon a return to
                              profitability and/or the ability to raise
                              additional capital as necessary to finance its
                              operations. See Note 2.


                                      F-14
<PAGE>

                            COMC, Inc. and Subsidiary

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


                              Debt Financing

                              From 1998 through 2002, the Company acquired
                              twelve vehicles for a total purchase price of
                              $216,000 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 $78,000
                              and $41,000 as of December 31, 2002 and 2001,
                              respectively.

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

                                  2003   $ 38,900
                                  2004     29,000
                                  2005     31,700
                                  2006     18,900
                                  2007      4,900
                            ----------------------
                                         $123,400
                            ----------------------

5.   Accrued
     Expenses

                    Accrued expenses consisted of the following as of December
                    31, 2002 and 2001:

                                                              2002       2001
                    ------------------------------------------------------------
                    Accrued payroll and related expenses   $ 341,000   $ 404,800
                    Accrued vacation                         123,100     137,100
                    Accrued commissions                       18,300      35,300
                    Other                                    131,500     272,100
                    ------------------------------------------------------------
                                                           $ 613,900   $ 849,300
                    ------------------------------------------------------------


6.   Commitments
     Operating Leases
     and
     Contingencies  The Company leases certain offices under operating leases
                    expiring on various dates through 2007. Total rent expense
                    charged to operations was $511,200 and $479,400 in 2002 and
                    2001, respectively. As of December 31, 2002, the minimum
                    future rental commitments under non-cancelable operating
                    leases payable over the remaining terms of the operating
                    leases are:

                    Years ending December 31,
                    ------------------------------------------------------------
                    2003                                                $310 300
                    2004                                                 275,000
                    2005                                                 196,800
                    2006                                                  98,700
                    2007                                                  92,600
                    ------------------------------------------------------------
                                                                        $973,400
                    ------------------------------------------------------------


                     Legal Matters

                     On July 25, 2001, Metropolitan Talent Agency (Metropolitan)
                     filed a complaint against ICF Communication Solutions, Inc.
                     ("ICF") (a wholly-owned subsidiary of COMC, Inc.) in Los
                     Angeles Superior Court, claiming breach of contract and
                     negligence. The complaint alleged that ICF breached a
                     purported contract to maintain Metropolitan's telephone
                     system and that this breach harmed Metropolitan's business.

                     On December 18, 2001, ICF filed a motion for judgment on
                     the pleadings on Metropolitan's negligence claim. The Court
                     heard, and granted, ICF's motion on March 6, 2002. It
                     dismissed Metropolitan's negligence claim with prejudice
                     and did not allow Metropolitan leave to amend the
                     complaint. After engaging in four months of discovery,
                     which included several dispositions, document requests and
                     interrogatories, ICF moved for summary judgment on
                     Metropolitan's breach of contract claim. On June 10, 2002,
                     a week before trial was scheduled to commence, the Court
                     heard, and granted, ICF's summary judgment motion, finding
                     no triable evidence to support Metropolitan's breach of
                     contract claim. The Court entered judgment in favor of ICF
                     on June 20, 2002.

                     On July 3, 2002, ICF filed a Memorandum of Costs seeking to
                     recover approximately $43,000 from Metropolitan in costs
                     and expert fees. (Recovery of attorneys' fees is not
                     permitted by statute.) The Court heard and denied
                     Metropolitan's motion to dismiss ICF's costs on August 22,
                     2002, and awarded ICF those costs in full.

                                      F-15
<PAGE>

                            COMC, Inc. and Subsidiary

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

                     Metropolitan has filed a Notice of Appeal apparently
                     intending to challenge the trial court's rulings on ICF's
                     motions for judgment on the pleadings and summary judgment.
                     If Metropolitan pursues this appeal ICF will defend itself
                     vigorously as it did at the trial court level.

                     On August 8, 2001, an ICF employee filed a complaint
                     against Starbucks Corporation and Wells Fargo Bank
                     (Defendants) in San Francisco Superior Court, claiming that
                     the employee suffered wage loss, hospital and medical
                     expenses, general damage and loss of earning capacity in
                     unspecified amounts.

                     On March 7, 2002, the defendants filed an amendment to the
                     cross-compliant, identifying ICF Communication Solutions,
                     Inc. (ICF) as fictitiously named cross-defendant Roe 1.

                     Kemper Insurance has formally accepted ICF's tender of
                     defense and has hired the law firm of Boornazian, Jensen
                     and Garthe of Oakland, California to defend ICF on the
                     cross-complaint of Wells Fargo. The insurance carriers for
                     Wells Fargo and Starbucks have settled the claim brought
                     against them by ICF's former employee but Wells is
                     continuing to seek indemnity from ICF under the terms of a
                     contract entered into in March, 1999.

                     It is ICF's position that the March, 1999 contract has no
                     applicabilty to the claim by the former employee and that
                     no indemnity is owed. The contractual and insurance
                     coverage issues related to Well Fargo's indemnity claim
                     that are somewhat unclear, and it is likely that Kemper
                     will seek to reach a compromise settlement with Wells
                     Fargo's carrier rather than litigate the issue. There is
                     presently no trial date set for the indemnity claim.


                                      F-16
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

                    In 1999, the Company entered into a two-year employment
                    agreement with its then Chief Financial Officer, providing
                    among other things, an annual salary of $135,000 and
                    2,463,896 options to purchase common stock (Note 10), as
                    well as annual bonuses at the discretion of the Company's
                    Board of Directors.

                    In 1999, the Company entered into a two-year employment
                    agreement with its then 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.

                    In 2001, the Company amended the employment agreement with
                    its Chief Executive Officer and Chief Operations Officer
                    The term of the employment agreements is earlier of the due
                    date of the Subordinated Note, repayment in full, or the
                    sale or transfer of the note by the Chief Operating Officer.
                    See Note 7.

7. Transactions     In August 1998, the Company entered into a series of six
   with Related     With Related notes aggregating $3,500,000 with the
   Parties          Company's President Parties and the Company's Chief
                    Operating Officer as part of the Merger discussed in Note
                    1. 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,
                    2001, the balance outstanding on the remaining note was
                    $750,000. On December 21, 2001, the Chief Operating Officer
                    amended his employment contract with the company as well as
                    the terms on his subordinated $750,000 Note with the
                    company. The Amended subordinated note in the amount of
                    $750,000 is due and payable on January 30, 2004. The fixed
                    annual interest rate of the note is 8%. The term of the
                    employment agreement is the earlier of the due date of the
                    note, repayment in full, or the sale or transfer of the
                    note by the Chief Operating Officer. In December 2002, the
                    subordinated notes were modified to convert $500,000 of
                    principal and $30,500 of accrued interest to equity in
                    exchange for 1,785,000 shares of the Company's common
                    stock, reduce the interest rate on the remaining $250,000
                    principal balance to 4% and change the due dates on the
                    notes to $25,000 due by March 31, 2003 and the balance due
                    on January 30, 2004.




                                      F-17
<PAGE>

                            COMC, Inc. and Subsidiary

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

                    Interest expense associated with the above notes aggregated
                    $60,700 and $78,400 during 2002 and 2001, respectively. As
                    of December 31, 2002 and 2001, $0 and $68,800 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
                    $1,400 and $2,400 during 2002 and 2001, respectively.

8.   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, 2002 and
                    2001, the Company matched employee contributions totaling $0
                    and $51,000, respectively.

9.   Income         The components of the provision (benefit) for income taxes
     Taxes          were as follows for the years ended December 31, 2002
                    and 2001:

                    2002             Current        Deferred       Total
                    ------------------------------------------------------------
                    State           $     --        $    --       $      --
                    Federal         (404,400)            --         (404,400)
                    ------------------------------------------------------------
                                   $(404,400)       $    --      $  (404,400)
                    ------------------------------------------------------------

                    2001             Current        Deferred       Total
                    ------------------------------------------------------------
                    State           $  (4,200)       $ (17,300)   $ (21,500)
                    Federal          (451,500)         146,800     (304,700)
                    ------------------------------------------------------------
                                    $(455,700)       $ 129,500    $(326,200)
                    ------------------------------------------------------------

                                      F-18
<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, 2002 and 2001

                                                             2002       2001
                    ------------------------------------------------------------
                    Deferred tax assets:
                      State income taxes               $     1,200    $ 1,200
                      Allowance for uncollectable
                         accounts                           23,300      39,900
                      Accrued vacation                      49,200      40,900
                      Other                                 14,900      47,900
                      Net Operating Loss                   380,900          --
                    ------------------------------------------------------------
                    Gross Deferred Tax Asset               469,500     129,900
                    Less: Valuation allowance             (419,500)         --
                                                         ---------     -------
                                                            50,000     129,900
                                                         ---------     -------
                    Deferred Tax liability:
                      Depreciation                          50,000     72,000
                    ------------------------------------------------------------
                    Net Deferred Tax Asset              $       --    $57,900
                    ------------------------------------------------------------

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

                                                            2002       2001
                    -----------------------------------------------------------
                    Expected statutory tax (benefit)     $(832,500)  $(392,700)
                    Net tax effect of permanent
                      differences                           49,000      79,000
                    State income taxes, net of federal
                      tax effect                          (122,400)    (61,600)
                    Change in valuation allowance          419,500         --
                    Other                                   82,000      49,100
                    -----------------------------------------------------------
                    Income tax (benefit)                 $(404,400)  $(326,200)
                    -----------------------------------------------------------



                                      F-19



<PAGE>



                            COMC, Inc. and Subsidiary

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

10. Shareholders'   In April and May 2000, the Company issued to various
    Common Stock    accredited investors 1,320,000 shares of common stock and
    Equity          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, certain non-employee 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.

                    During February and March, 2002, the Company raised
                    approximately $650,000 through a private placement of
                    4,329,967 shares of its common stock for $0.15 per share
                    with various accredited investors.

                    In March 2003, the Company raised $312,500 through a
                    private placement of 1,092,657.34 shares of Series A
                    Redeemable Preferred Stock with a five-year term for $.286
                    per share with various accredited investors (the
                    "Investors"). Each share of Series A Redeemable Preferred
                    Stock-5 Year Term is convertible into 10 shares of Common
                    Stock and has a pay-in-kind dividend at a dividand rate of
                    5% and a vote equivalent to 20 shares of common stock. Each
                    investor has the right to increase his purchase by 25% for
                    a 90 day period from the purchase date.

                    In December 2002, the Company issued 1,785,000 shares of
                    common stock in excahnge for the conversion of $500,000 in
                    notes payable and $30,500 in accrued interest to equity. See
                    Note 7.

                    In December 2002, the Company issued 125,000 shares of
                    common stock for services.

                    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 the grant.

                    No options granted to employees, officers and directors were
                    exercised during the year ended December 31, 2002. In March
                    2003, the Chief Operating Officer exchanged 376,623 options
                    for 216,370 shares of common stock of COMC.


                    A summary of the status of the Company's outstanding stock
                    options as of December 31, 2002 and 2001, and changes
                    during the years then ended is presented in the following
                    table:

<TABLE>
<CAPTION>
                                                              Options Outstanding
                                                        -----------------------------
                                                                         Weighted-
                                                                         Average
                                                                         Exercise
                                                        Options            Price
                    ----------------------------------------------------------------
<S>                                   <C>               <C>                 <C>
                    Balances, January 1, 2001           3,972,987           0.15
                    Granted                             1,425,000           0.30
                    Cancelled                            (76,800)           0.31
                    ----------------------------------------------------------------
                    Balances, December 31, 2001         5,321,187        $  0.19
                    Granted                                    --             --
                    Cancelled                          (1,146,700)          0.31
                    ----------------------------------------------------------------
                    Balances, December 31, 2002         4,174,487        $  0.15
                    ----------------------------------------------------------------
                    Exercisable at year-end             4,123,537        $  0.15
                    ----------------------------------------------------------------
                    Weighted-average fair value of
                      options granted during 2002                        $    --
                                                                         -----------
                    Weighted-average fair value of
                    options granted during 2001                          $  0.31
                                                                         -----------
</TABLE>


                                      F-20



<PAGE>



                            COMC, Inc. and Subsidiary

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

       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.
       The Company is currently reviewing all of its option agreements.

       The following table summarizes information about stock options
       outstanding as of December 31, 2002:

<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>          <C>
     $0.01-0.10       3,564,987       6.8 years     $  0.08     3,564,987    $  0.08
      0.11-0.30         350,000       0.0 years        0.30       331,250       0.30
      0.31-0.50          55,000       6.9 years        0.50        33,000       0.50
      0.51-1.00         204,500       2.3 years        0.98       194,300       0.99
                      ---------                     -----------------------------------
                      4,174,487                     $  0.15     4,123,537    $  0.15
                      ---------                     -----------------------------------
</TABLE>


         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 2001: dividend yield of 0; expected volatility of
         170%; risk-free interest rate of 5.3% and expected lives of five 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.

                                                         2002            2001
     ---------------------------------------------------------------------------
     Net Income (loss):
       As reported                                 $(2,044,200)    $  (828,700)

       Add:  Stock-based employee compensation
              expense included in reported net loss         --              --
       Deduct:  Total stock-based employee
                compensation  expense determined
                under fair value based method
                for all awards                         (40,000)       (280,000)
                                                    ----------      ----------
       Pro forma                                    (2,084,200)     (1,108,700)
                                                    ==========      ==========

     Basic earnings (loss) per share:
       As reported                                       (0.10)          (0.05)
       Pro forma                                         (0.10)          (0.06)

     Diluted earnings (loss) per share:
       As reported                                       (0.10)          (0.05)
       Pro forma                                         (0.10)          (0.06)


11.  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-21



<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.

                    In 2002, revenue from the Company's two largest customers
                    accounted for approximately 44%, and 35%, respectively of
                    total revenues. Accounts receivable balances at December
                    31, 2002 from these two customers represented approximately
                    36%, and 32%, respectively, of net accounts receivable. No
                    other customer in 2002 accounted for more than 10% of total
                    revenues.

                    In 2001, revenues from the Company's three largest
                    customers accounted for approximately 45%, 22% and 10%,
                    respectively, of total revenues. Accounts receivable
                    balances at December 31, 2001 from these customers
                    represented approximately 36%, 40% and 13%, respectively,
                    of net accounts receivables. No other customer in 2001
                    accounted for more than 10% of total revenue.

                    The concentrations of revenues and related receivables as of
                    and for the year ended December 31, 2002 as described above
                    expose the Company to a relatively greater degree of risk of
                    loss than would be the case with greater customer
                    diversification.


12.  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-22



<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, 2002 and 2001, and for each of the years
then ended is shown in the following tables:

                                                             December 31,
                                                  ------------------------------
Operating Segments                                    2002            2001
-------------------------------------------------------------------------------
Revenue:
     Data and Voice Services ...............     $ 11,627,600     $  20,055,800
     Recruitment Services ..................          505,200         3,273,700
     Corporate .............................               --                --
-------------------------------------------------------------------------------
                                                 $ 12,132,800     $  23,329,500
===============================================================================
Income (loss) from operations:
     Data and Voice Services ...............     $   (295,500)    $     937,500
     Recruitment Services ..................          (45,000)          103,200
     Corporate .............................       (1,877,100)       (1,720,600)
-------------------------------------------------------------------------------
                                                 $ (2,218,000)   $    (679,500)
===============================================================================
Total assets:
    Data and Voice Services ...............      $  3,453,800     $   6,002,500
     Recruitment Services ..................           59,000           209,000
     Corporate .............................           11,700           110,800
-------------------------------------------------------------------------------
                                                 $  3,524,500     $  6,322,300
===============================================================================
Expenditures for long-lived assets:
     Data and Voice Services ...............     $      16,800   $      93,800
     Recruitment Services ..................               --               --
     Corporate .............................               --               --
-------------------------------------------------------------------------------
                                                 $      16,800    $      93,800
===============================================================================
Depreciation and amortization:
     Data and Voice Services ...............     $     319,500    $     322,400
     Recruitment Services ..................                --            2,500
     Corporate .............................               300           11,200
-------------------------------------------------------------------------------
                                                 $     319,800    $     336,100
===============================================================================




               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 are
               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-23



<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/ Janice B. Fuellhart
                                   -------------------------------
                                   Janice B. Fuellhart, Chairman

Dated: April 16, 2003

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of April 16, 2003 by the following persons on
behalf of Registrant and in the capacities indicated.

                                   /s/ Janice B. Fuellhart
                                   -------------------------------
                                   Janice B. Fuellhart, Chairman

                                   /s/ Steven Richman
                                   -------------------------------
                                   Steven Richman, Director

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

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

                                   *
                                   -------------------------------
                                   Christopher R. Smith, Director




_________________________
* All documents e-mailed -- Director
  not available for approval




<PAGE>

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)


                                       A-1



<PAGE>

10.10 Form of Stock Purchase Agreement between COMC and Investors

10.11 Form of Registration Rights Agreement between COMC and Investors

10.12 Form of Amendment to William M. Burns Loan and employment agreement
      with COMC

10.13 Form of Amendment to Christopher R. Smith employment agreement with COMC

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)

----------

(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.



                                       A-2