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, 2001          Commission File Number 0-16472

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

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

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

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

                                   ----------

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

                                      None

                                   ----------

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

                                   ----------

                                 Title of Class

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past ninety (90) days. Yes x No

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

      The aggregate market value of the 9,094,280 shares of outstanding voting
common stock held by non-affiliates of the registrant as of March 31, 2002
(based upon the average bid and asked prices of such shares) was approximately
$2,273,570.00, based on the closing sale price for March 30, 2002, 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, 2002 was 21,722,721.


<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......................................................................   2
ITEM 1......................................................................   2
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
Balance Sheet Assets........................................................ F-3
Balance Sheet Liabilities................................................... F-4
Income Statement............................................................ 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 rapidly expanding regional geographic service coverage area. We design,
implement, support and manage LAN/WAN computer network systems, voice
communication network systems, and premise wiring for both data and voice. In
addition, we distribute and maintain equipment on behalf of major
telecommunication equipment manufacturers. Our target clients are primarily
Fortune 1000 sized enterprises demanding the highest level of service under
project, master and general maintenance contracts to support their complex and
growing national voice and data network systems. In servicing these customers,
we provide highly trained and experienced technicians and design engineers on a
rapid-response basis to meet our customers' telecommunications planning, design,
installation, maintenance and emergency needs. As our customers and other
companies continue their geographic growth, technological expansion and
communications modernization, we will provide them with design, product,
maintenance and personnel on a turnkey, outsource basis.

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

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

      The year 2001 was a year of market softness for us. We reported 2001
revenue, operating loss before depreciation and amortization (EBITDA) and net
losses of $23.3 million, $0.34 million and $0.83 million. This was significantly
down from 2000 revenue, EBITDA and net income of $30.4 million, $2.53 million
and $0.98 million, respectively. ICF represented 100% of our revenue in 2001 and
2000. EBITDA represents operating income before deductions for depreciation and
amortization. EBITDA has been presented because we believe it is commonly used
by investors to analyze operating performance and to determine a company's
ability to incur or service indebtedness. EBITDA should not be considered in
isolation or as a substitute for net income, cash flow from operations or any
other measure of income or cash flow that is prepared in accordance with
generally accepted accounting principles, or as a measure of a company's
profitability or liquidity. In addition, our definition of EBITDA may not be
identical to similarly entitled measures used by other companies.

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

      Our History

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

      In November of 1996, we consummated the acquisition of Complete
Communications, Inc., a California corporation ("CCI"). At the time, CCI was


                                       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, ICF is currently servicing in excess of 250 customers at over 4,000
customer location sites. ICF employs over 160 service professionals and is
headquartered in Martinez, California. ICF has additional sales and service
offices in Burbank, California, as well as Houston, Texas, Phoenix, Arizona, and
Birmingham, Alabama.

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

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

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



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

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

      Approximately $20.1 million and $27.4 million of revenues were recorded
for data and voice services during 2001 and 2000, respectively. Approximately
$3.3 million and $3.0 million of revenues were recorded for Recruitment Services
during 2001 and 2000, respectively.

      Industry and Market Opportunities

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

      --    Innovations in Technology

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

      --    Increasing Demand for Communications Services

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

      --    Increasing Demand for Outsourced Service

      With the rapid increases in demand for communications services, the
acceleration of technologies and the growing cost of information
technology/information systems ("IT/IS"), we are experiencing a growing demand
for outsourcing and communications infrastructure personnel from our targeted
clients, large and small. It is becoming increasingly cost efficient for clients
to contract for their services and personnel, versus managing these teams
in-house. By retaining project and administrative management in-house and
sub-contracting their voice


                                       5
<PAGE>

and data network maintenance and emergency response, installations and
conversion projects, our clients can better manage their costs.

      --    Deregulation Within the Communications Industry.

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

      --    Increasing Specialization Within the Communications Industry.

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

      Sales and Marketing

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

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

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

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



                                       6
<PAGE>

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

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

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

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

      Products and Services

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

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

      Professional Services.

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

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

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



                                       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.

      Recruitment Services Group.

      Our Recruitment Services group provides our clients with short and
long-term technical consultants, as well as permanent placement of technical
personnel. We specialize in telecommunications and information systems industry
nationwide placements, particularly in the areas of telecom design,
administration and maintenance, application development, project management,
operations, facilities engineering, technical sales and marketing. We recruit
our candidates from a variety of sources utilizing our own web site, electronic
and print employment bulletin boards, cold calling and recruiter networking.
Approximately 95% of our Recruitment Services revenues are from leasing
employees on a temporary basis to our clients and 5% of our Recruitment Services
revenues are from permanent placement fees.

      Vendor Relationships

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

o     Avaya: authorized Diamond dealer since January 1998, entire voice and data
      product line;
o     NorTel Networks: authorized service provider/installer since January 1994;
o     Cisco Systems: authorized distributor since January 1997, entire product
      line including switches, hub's and routers;
o     Bay Networks: NorTel Networks data subsidiary product lines;
o     NEC: authorized distributor since January 1994, entire voice and data
      network product line; and,
o     3Com: authorized distributor since January 1997, entire product line
      including NIC cards, hub's and routers.

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

      Customers

      We currently support approximately 250 clients at over 4,000 of their
customer sites across a broad range of industries, including banking, retail
distribution and manufacturing, as well as educational, local and federal
government offices and non-profit institutions. Our clients consist primarily of


                                       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 an increasing
portion of each of our clients' communications budget in the future.

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

      Employees

      As of December 31, 2001, we employed 183 persons at a total of five
different sales and service locations throughout the U.S. Of these, three were
executive officers, 143 were technicians, 6 were engineering personnel, 7 were
engaged in sales, 15 were engaged in managerial, administrative and clerical
activities, and 9 were contract employees on lease to our clients. During the
second half of 2001, 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 50,000 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 56,500 shares of common
stock (of which 26,800 have since been cancelled) at an exercise price of $.80
per share. During 2001, we granted incentive stock options under the Plan
vesting over a five-year period to employees to purchase an additional 200,000
shares of common stock (of which 50,000 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 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 at an exercise price of $.30 per share.


      Competition

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

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



                                       9
<PAGE>

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

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

      Overview of the Industry

      Telecommunications is the transmission of data, voice or video signals
across a distance. Data signals connect computers through local area networks,
wide area networks, and the Internet, or connect peripheral devices, such as
facsimile machines and printers. Voice signals usually connect people in
telephone conversations. Video signals include video conferencing and television
signals. Telecommunications services are typically divided into long distance
and local services. 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 two years to focus on
equipment development and sales. This trend is a significant departure from the
traditional integrated model that has prevailed in the industry since its
inception, and has represented an opportunity for us. We are currently a
preferred business to business service provider to Avaya and Expanet (both
former business units of Lucent Technologies) customers, and steadily growing
these relationships. We act as one of several service call operations to meet
the voice and data needs of their existing customer bases.

      Advances in Telecommunications and Networking Technology

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

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



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

      Convergence of Data and Voice Services

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

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

      Equipment Manufacturing and Distribution Market

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



                                       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 2840 Howe Road, Suite D, Martinez,
California. We occupy 8,000 square feet at this location in Martinez, of which
approximately 7,000 square feet is dedicated to office space and 1,000 square
feet is dedicated to warehouse space. We pay monthly rent of $8,913 for our
headquarters in Martinez under a lease that will expire in November 2002. ICF
leased an additional 3,700 square feet of office space and 3,200 square feet of
warehouse space at 2840 Howe Road, Suite C. ICF pays monthly rent of $7,019
under the lease for this additional space that was signed in April 2000 and will
expire November 2002. ICF occupies 14,700 square feet in a commercial building
at 1700 West Burbank, Burbank, California. ICF pays a monthly rent of $16,232
under the lease for this space in Burbank under a lease that was signed in July
2000 and expires in July 2005. ICF also occupies an office in a commercial
building at 5201 Mitchelldale, Suite B3, in Houston, Texas, of which
approximately 1,000 square feet is dedicated office space and 1,000 square feet
is dedicated to warehouse space. ICF pays monthly rent of $1,865 for this
property located in Houston under a lease that expired in October 2000, but has
been leased on a month to month basis since. ICF occupies an office in a
commercial building at 2810 S. 24th Street, Suite 111, Phoenix, Arizona, of
which 3,693 square feet is office space and 1,729 square feet is warehouse
space. ICF pays a monthly rent of $3,763 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 pace.
ICF pays a monthly rent of $3,551 for this property under a lease that will
expire in September 2003.

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

ITEM 3. LEGAL PROCEEDINGS

         We are currently involved in two separate legal proceedings.  The first
proceeding  involves a claim which we settled with a former municipal  customer,
the City of Los Angeles,  for failure to pay invoices in the approximate  amount
of $140,000.  These  invoices  related to work  performed in 1998 and 1999.  The
settlement  that was reached  insures that the total amount of the invoices will
be paid by the City of Los  Angeles.  In  January  of 2002,  ICF  received  full
payment on this proceeding.

         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 alleges that ICF breached a purported
contract to maintain Metropolitan's phone lines and that this breach harmed
Metropolitan's business. It purports damages in the amount of $3.4 million.

         In July 2001, Metropolitan served its complaint against ICF on COMC's
registered agent for service of process, United Corporate Services, Inc.
("UCS"). UCS failed to inform ICF or its counsel of this suit, and ICF did not
become aware of it until after the statutory time to respond to the complaint
had passed. Prior to learning these facts, the Court ordered entry of default
and default judgment against ICF. As soon as ICF discovered that a complaint had
been filed, ICF answered the complaint and moved the court to set the default
judgment aside and allow the case to proceed on its merits, pointing to UCS'
failure to notify ICF of the suit, the baseless nature of Metropolitan's claims,
and several procedural defects with Metropolitan's request for default. On
December 12, 2001, Metropolitan stipulated that entry of default be vacated.



                                       12
<PAGE>

         Since then, ICF has vigorously defended against Metropolitan's claims.
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. The only remaining
claim in the case is Metropolitan's breach of contract claim. ICF believes that
the contract claim is entirely without merit due in part to the fact that
Metropolitan never directly entered into a contract with ICF and never paid ICF
directly for its services. Once ICF completes its discovery of Metropolitan, ICF
plans to file a summary judgment motion on Metropolitan's breach of contract
claim.

         A trial date has been set for June 19, 2002; however ICF has moved the
Court to continue that date to allow time for ICF's summary judgment motion to
be filed and heard. The hearing on the motion to continue trial date is set for
April 30, 2002.


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

None


                                     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,
2002. 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, 2000          $2.0000       $.6870
         June 30, 2000           $2.1250       $.8750
         September 30, 2000      $1.7500       $.7125
         December 31, 2000       $1.0310       $.3125
         March 31, 2001          $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


      On December 31, 2001, the closing price for our Common Stock on the OTC
Bulletin Board was $.40 per share. On December 31, 2001, there were
approximately 2,986 registered holders of record of our Common Stock. This does
not include beneficial shareholders whose Common Stock is held in street name.

Dividend Policy

      We have never declared or paid a cash dividend on our Common Stock. We
intend to retain all earnings for the foreseeable future for use in the
operation and expansion of our business and, accordingly, we do not contemplate


                                       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.

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 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 50,000 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 56,500 shares of common
stock (of which 26,800 have since been cancelled) at an exercise price of $.80
per share. During 2001, we granted incentive stock options vesting over a five
year period to employees to purchase an additional 200,000 shares of common
stock (of which 50,000 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 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 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.
      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 quarters
and continued to lose money through the end of the calendar year. Prior to the
Board 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").


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

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

Overview

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

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

      While we do not design or take the research and development risk borne by
the manufacturers of the equipment we service, we continue to invest in the
latest training and certification for the networks we support. Specifically for


                                       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.

Critical Accounting Policies:

The Company considers certain accounting policies related to revenue recognition
and the determination of the allowance for doubtful accounts to be critical
policies due to the estimation processes involved in each.

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.

Accounts Receivable. 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.

Results of Operations:

Dollars in Thousands              Years ended
--------------------              December 31
                                2001       2000
                                ----       ----
     Net Revenues
     ------------
     Data & Voice Services     $20,056    $27,414
     Recruitment Services      $ 3,274    $ 2,964
     ---------------------     -------    -------
        Total Revenue          $23,330    $30,378

      For the twelve months ended December 31, 2001 and 2000, our revenues were
$23,329,500 and $30,377,800, respectively, representing a 23% decrease. This
decrease was due primarily to a 26.8% decrease in Data and Voice Services
revenue for the year, offset by a 10.5% increase in Recruitment Services
revenue. In 2001 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 last half of 2001. The decline has
been partially offset by an increase in maintenance revenue from our existing
customers.

      In 2001, revenue 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 three customers represented
approximately 36%, 40% and 13%, respectively of net accounts receivable. In
2000, revenues from our largest customer accounted for approximately 67% of


                                       16
<PAGE>

total revenues. No other customer in 2000 accounted for more than 10% of total
revenue.

Dollars in Thousands                 Years ended December 31:
--------------------
                                          Gross               Gross
                                         Profit              Profit
                                  2001   Margin     2000     Margin
                                  ----   ------     ----     ------
       Gross Profits
       -------------
       Data & Voice Service    $ 6,794    33.9%    $9,590      35.0%
       Recruitment Services    $   674    20.6%    $1,075      36.3%
       --------------------    -------    ----     ------      ----
       Total Gross Profits     $ 7,468    32.0%   $10,665      35.1%


      For the twelve months ended December 31, 2001 and 2000, cost of revenues
was $15,861,700 and $19,712,600, respectively, representing a decrease of 19.5%.
Conversely, our gross profit for the comparable periods was $7,467,800 and
$10,665,200, respectively, representing a decrease of 30%. Gross profit for Data
and Voice Services were $6,794,100 or 33.9% of revenue, for the twelve months
ended December 31, 2001 as compared with $9,589,700 and 35.0%, respectively, for
the twelve months ended December 31, 2000. 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 $673,700 and 20.6%, respectively
for the twelve months ended December 31, 2001 as compared with $1,075,500 and
36.3%, respectively, for the twelve months ended December 31, 2000. The decrease
in margin was due to a higher percentage of contractor revenue instead of the
higher margin permanent placement revenue of the prior period.

      Selling, general and administrative ("SG&A") expenses decreased 4.1% from
$8,139,700 for the twelve months ended December 31, 2000 to $7,808,800 for the
twelve months ended December 31, 2001. The decrease in year over year comparable
quarters was due to a reduction in workforce due to the unfavorable marketplace
in the 3rd and 4th quarters of 2001. 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 are however in position to adequately respond to increased levels
of activity that are expected by the 2nd quarter of 2002.

      Included in our annual SG&A expenses are our holding company expenses,
which decreased by $487,800 from $1,191,000 for the twelve months ended December
31, 2000 to $703,200 for the twelve months ended December 31, 2001. The
decreased expense was due primarily to a decrease in legal and accounting costs
related to merger and acquisition activities in 2000. SG&A expenses for ICF's
operations increased from $6,948,700 for the twelve months ended December 31,
2000 to $7,105,600 for the twelve months ended December 31,2001.

      Depreciation expenses were $336,100 and $253,700 for the twelve months
ended December 31, 2001 and 2000, respectively. This increase was due to the
purchase of additional field service and new office equipment. We expect that
depreciation will continue to increase slightly in dollar terms as a result of
additional investments in capital equipment required to support the anticipated
growth in our business.

      Amortization expense and other non-cash charges were $2,400 and $16,100
for the twelve months ended December 31, 2001 and 2000, respectively.

Dollars in Thousands                Twelve Months ended
--------------------                    December 31
                                      2001       2000
                                      ----       ----

Operating Income (Loss) Before
  Depreciation and Amortization      $(341)     $2,526

      For the year ended December 31, 2001, Operating Income Before Depreciation
and Amortization ("EBITDA") decreased 114% to a loss of $(341,000) from
$2,525,500 in the comparable fiscal year ended December 31, 2000.

      EBITDA represents operating income before deductions for depreciation and
amortization. EBITDA has been presented because we believe it is commonly used
by investors to analyze operating performance and to determine a company's


                                       17
<PAGE>

ability to incur or service indebtedness. EBITDA should not be considered in
isolation or as a substitute for net income, cash flow from operations or any
other measure of income or cash flow that is prepared in accordance with
generally accepted accounting principles, or as a measure of a company's
profitability or liquidity. In addition, our definition of EBITDA may not be
identical to similarly entitled measures used by other companies.

      Interest Income decreased from $209,500 for the fiscal year ended December
31, 2000 to $ 500 for fiscal year ended December 31, 2001 due to the completion
of the large project that had a large customer deposit in 2000.

      Interest Expense decreased for fiscal year ended December 31, 2001 to
$392,400 from $637,600 for the fiscal year ended December 31, 2000. Interest
Expense for our bank borrowings increased from $202,700 in 2000 to $314,000 in
2001 due to increased utilization on our line of credit borrowings. Interest
Expense - Related Party decreased to $78,400 from $434,900 due to the repayment
in 2000 of $2,750,000 of these loans. Approximately $2,400 related to
amortization charges, while $76,000 was actual interest expense paid on the
Related Party Loans.

      Other Income (Expense) is comprised mostly of bank fees and charges
associated with our line of credit, offset by miscellaneous income for the
period, which resulted in an expense of $2,200 for fiscal year ended December
31, 2000, versus an expense of $83,500 for the fiscal year ended December 31,
2001.

      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.

      Net Loss amounted to $828,700, or $.05 per share for the fiscal year
ended December 31, 2001 versus a Net Income of $980,300 for the fiscal year
ended December 31, 2000.

Liquidity and Capital Resources

      Cash and cash equivalents decreased to $200,700 at December 31, 2001
compared to $331,500 at December 31, 2000.

      Cash Flows From Operating Activities: For the twelve months ended December
31, 2001, cash used in operating activities was $708,500 which resulted
primarily from our net loss for fiscal year 2001 of $828,700, increased by
non-cash charges of $195,300, increased by our decrease in operating assets of
$4,664,600 and decreased by our growth in liabilities, primarily decreases in
customer deposits and payables of $4,650,200.

      Accounts receivable decreased $4,522,400 due to decreased sales in 2001 as
well as an increased emphasis on receivables by management. Accounts Payable
also decreased $1,885,800 due to decreased purchases, as well as a decrease in
customer deposits of $2,580,000.

      Cash Flows From Investing Activities: For the year ended December 31,
2001, net cash used for investing activities was $78,300 as a result of $93,800
in new equipment purchases and leasehold improvement, and deposit decreases of
$13,400, offset by proceeds from sales of capital assets of $2,100.

      Cash Flows From Financing Activities: For the year ended December 31,
2001, net cash provided from our financing activities was $656,000, with an
increase in our line of credit of $683,500 and an additional $27,500 of long
term debt was also paid in the year.

      In September of 1999, ICF secured a $3 million Line of Credit facility
("Line of Credit Facility") with Coast Business Credit, a division of Southern
Pacific Bank. This credit facility 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% (6.75% as of February 20, 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). Management believes that there
is at least a reasonable likelihood that the Company will be unable to maintain
compliance at all times with each of the financial covenants, for example, as
regards maintaining net income (as defined). Should the Company be unable to
maintain these financial ratios, the bank has the right to demand immediate
payment in full on the then outstanding balance. If this were to occur,
management believes that the Company could obtain alternative sources of
financing, based on discussions with other lenders in the business community.
However, obtaining such alternative sources of financing may prove costly and,
should such alternative financing not be readily available, any resulting
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 future growth and acquisitions.


      Our long-term liabilities include $750,000 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.

      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, 2001 was $1,569,100, representing
a decrease of $588,700 over December 31, 2000. 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, will be sufficient
to finance operations for the foreseeable future and meet our short-term
obligations.

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

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

      Our officers and directors are as follows:

Name                      Age          Position
----                      ---          ---------------------------
John J. Ackerman          44           Director
Paul M. Bakker            42           Director
William M. Burns          43           Chairman of the Board
Paul E. Graf              34           Director
Patrick J. Guarino        59           Director
Christopher R. Smith      38           Chief Executive Officer, President,
                                       Director
George L. Camberis        45           Chief Financial Officer

      John Ackerman, age 44, is the founder of COMC, Inc. and has been our
Chairman and a member of our Board since November 1996, and served as our Chief
Executive Officer from November 1996 until October 1999. Mr. Ackerman founded
and was the President and Chief Executive Officer of Complete Communications,
Inc., a California corporation ("CCI") and the predecessor of COMC, Inc. Prior
to founding CCI, Mr. Ackerman held a senior position at London-based Justwise
Limited, overseeing that firm's European sales and operations. On February 6,
2002, Mr. Ackerman stepped down from his position of Chairman of the Board of
COMC, but remains a Director in the Company.

      Paul M. Bakker, age 43, co-founded Cheslock, Bakker & Associates, Inc.
("CBA") in 1993 and manages CBA's mortgage lending and CMBS issuance units. Mr.
Bakker created CBA's core risk control systems as well as more than 500
proprietary transaction structuring and valuation models employed in CBA's


                                       20
<PAGE>

disciplined investment service. Mr. Bakker has more than 15 years experience in
both real estate and corporate finance. Prior to co-founding CBA, Mr. Bakker was
a consultant at USGI Capital Markets, a Vice President at CS First Boston, and a
Director of Kouri Capital, a European-based leverage buy-out and mergers and
acquisitions firm. Mr. Bakker has been a member of the American Economic
Association since 1980, and from 1991 to 1993, he served on the Board of
Directors of Bond Technologies. A 1980 graduate of Whitman College, Mr. Bakker
completed course work for a Ph.D. in Economics at New York University. Mr.
Bakker was both a Research Assistant and a Research Fellow at NYU and taught
Economics at NYU and Yeshiva University in 1982 and 1983.

      William M. Burns, age 43, on February 6, 2002 Mr. Burns became the
Chairman of the Board of COMC. Mr. Burns became one of our Directors in 1997.
Mr. Burns was also a co-founder in 1989 of and is now the President and CEO of
our wholly owned subsidiary ICF. Mr. Burns has over eighteen years of experience
in the communications industry, startig 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 34, is founder, Chairman and CEO of Portalvision, Inc.,
an internet community software development company incorporated in August, 1999.
He is also a private investor and has served on the Board of Directors of MD
Choice.com since 1999, Big Storage Inc.com since 1999 and various other private
enterprises. Prior to Portalvision, Mr. Graf was a Public Equity Portfolio
Manager and Venture Capital investor with Graf Repetti & Co. in New York, NY
from 1997 to 1999. Prior to that he was the Founder and President of
International Arts, Inc. from 1992 to 1997. Mr. Graf received his BS in Business
from Lehigh University in 1989.

      Patrick J. Guarino, age 59, is a partner at Gramercy Equity LLP
("Gramercy"), a boutique venture capital group located in New York, N.Y. Prior
to joining Gramercy he was Executive Vice President and general counsel of
Ultramar Diamond Shamrock Corporation ("UDSC"), a Fortune 200 independent
petroleum refining and marketing company listed on the New York Stock Exchange.
UDSC was the result of a merger between Ultramar Corporation and Diamond
Shamrock, Inc., in 1996. Prior to this merger, Mr. Guarino was the Senior Vice
President, General Counsel and Chief Administrative Officer of Ultramar
Corporation. Prior to becoming Senior Vice President, he was primarily involved
in mergers and acquisitions and held executive positions and served on the
boards of Ultramar's operating subsidiaries in the US, Europe and Asia. Prior to
joining Ultramar in 1974, Mr. Guarino was in private practice with a New York
City law firm. In addition, Mr. Guarino holds a BA degree from the City
University of New York, and JD degree from Brooklyn Law School, Mr. Guarino
completed an international business management program at Oxford University in
England.

      Christopher R. Smith, age 38, is our Chief Executive Officer, President,
and one of our Directors. Mr. Smith is 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.


      George L. Camberis, age 45, is our Chief Financial Officer. Mr. Camberis
is responsible for the financial management, contract management, treasury and
financial reporting. Prior to joining us in August, 2001, Mr. Camberis spent
over seven years as a financial consultant to start-up companies in California.
Mr. Camberis had over 10 years of operational and financial experience in the
telecommunications industry. Mr. Camberis was first Controller of Anixter Inc.,
and then Director of Operations and Finance for the Western Region of Anixter,
our largest supplier, from 1988 to 1994. Mr. Camberis is a CPA, has a BS degree
from the University of Wisconsin - Madison and a Masters in taxation from DePaul
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. Currently our
Board of Directors consists of John J. Ackerman, Paul M. Bakker, William M.
Burns Chairman, Paul E. Graf, Patrick J. Guarino and Christopher R. Smith.

Committees of the Board

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

Officers

      Officers are elected by our Board of Directors and their terms of office
are, except to the extent governed by employment contracts, at the discretion of
the Board. Presently, William M. Burns is our Chairman, Christopher R. Smith is
our Chief Executive Officer, President , George L. Camberis is our Chief
Financial Officer. These positions were reaffirmed by the Board of Directors at
the February 6, 2002 Board meeting.

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

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than ten percent of a registered class
of our equity securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten-percent shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file 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,
1999, 2000 and 2001:



<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE(1)(2)
----------------------------------------------------------------------------------------------------------------
                                                          Annual Compensation            Long-Term Compensation
----------------------------------------------------------------------------------------------------------------
          (a)                    (b)                  (c)                  (d)                     (e)
------------------------- ------------------- -------------------- --------------------  -----------------------
                              Year Ended
Name/Principal Position      December 31          Salary ($)            Bonus ($)        Restricted Stock Awards
=======================   =================== ==================== ====================  =======================
<S>                              <C>                <C>                <C>                       <C>
John Ackerman                    2001               98,693                 -0-                       -0-
Director (3)              ------------------- -------------------- --------------------  -----------------------
                                 2000              135,000               25,000                      -0-
                          ------------------- -------------------- --------------------  -----------------------
                                 1999              137,692                 -0-                       -0-
                          ------------------- -------------------- --------------------  -----------------------
Christopher R. Smith             2001              149,583                 -0-                       -0-
Chief Executive Officer
President,                ------------------- -------------------- --------------------  -----------------------
 COMC,  Executive                2000              150,385               25,000                      -0-
Vice President ICF        ------------------- -------------------- --------------------  -----------------------
                                 1999               44,135                 -0-                 2,463,896
----------------------------------------------------------------------------------------------------------------
William M Burns                  2001              149,583                 -0-                       -0-
Chief Operating           ------------------- -------------------- --------------------  -----------------------
Officer, COMC                    2000              150,385               25,000                      -0-
President and CEO, ICF    ------------------- -------------------- --------------------  -----------------------
                                 1999              135,000                 -0                    376,623
----------------------------------------------------------------------------------------------------------------
George L. Camberis               2001               34,183                 -0-                       -0-
CFO, ICF &COMC            ------------------- -------------------- --------------------  -----------------------
                                 2000                -0-                   -0-                       -0-
                          ------------------- -------------------- --------------------  -----------------------
                                 1999                -0-                   -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. Ackerman resigned as President in August 1998. Mr. Ackerman resigned
      as Chief Executive Officer in October 1999.  Mr. Ackerman resigned as Chief
      Operations Officer of ICF in April of 2001.  From October 1999 to
      February 2002 Mr. Ackerman was the Chairman of our Board of Directors of
      COMC.

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

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

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

      No options granted to employees, officers and directors were exercised
during the year ended December 31, 2001.

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, 2001. No options held by such individuals were exercised during 2001.



                             Number of Shares of Common            Value of Unexercised
                            Stock Underlying Unexercised           In-the-Money Options
                            Options at December 31, 2001          at December 31, 2001(1)
                            ---------------------------------------------------------------
Name                        Exercisable    Unexercisable       Exercisable    Unexercisable
----                        -----------    -------------       -----------    -------------

Christopher R. Smith .....    2,463,896               --        $  788,445               --
William M. Burns .........      376,623               --        $  120,519               --
George L, Camberis .......        -0-              75,000       $                     7,500

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table below sets forth, as of December 31, 2001, 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., 2840 Howe Road, Suite D, Martinez, CA 94553.

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

John J. Ackerman (1)(6)          Common Stock     3,183,050       15.18%
William M. Burns (2)             Common Stock     3,623,376       17.28%
Charles E. Lincoln (3)           Common Stock     3,623,376       17.28%
Christopher R. Smith(4)          Common Stock     2,663,896       12.71%
Marvin P. Loeb (5)               Common Stock     1,544,298        7.37%
Paul M. Bakker (6)               Common Stock       225,000        1.08%
Paul E. Graf                     Common Stock       125,000         .60%
Patrick J. Guarino               Common Stock        15,000         .07%

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


(1) Includes 500,000 shares that Mr. Ackerman has the power to vote pursuant to
irrevocable proxies granted to Mr. Ackerman from two individuals to whom a
portion of Mr. Ackerman's stock was transferred in a private transaction.

(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 200,000 shares of Common Stock that Mr. Smith owns of record, and
2,463,886 shares Mr. Smith has a right to purchase upon exercise of options that
are currently exercisable.

(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) Includes 150,000 shares sold by Mr. Ackerman to Mr. Bakker at $.30 per share
during 2001.

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 now
owns 200,000 shares and the option to purchase an additional 2,463,896 shares.
Other accredited investors purchased a total of 800,000 shares from Mr. Ackerman
at $.50 per share. Mr. Ackerman used a portion of the proceeds from such sales
to re-pay the balance of a loan that we made to Mr. Ackerman, which, at the time
of re-payment, equaled $114,281. Gramercy purchased 15,000 shares from Mr.
Ackerman at $.50 per share and acquired the option to purchase an additional
434,806 shares from us. Messrs. Burns and Lincoln were granted options to
purchase 376,623 shares each from us.

      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.

                                     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>


                            COMC, Inc. and Subsidiary

                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


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


       Independent Auditors' Report                                         F-2

       Financial Statements

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


                                       F-1



<PAGE>



Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of COMC, Inc. and
its wholly owned subsidiary, ICF Communication Solutions, Inc. (Subsidiary) as
of December 31, 2001 and 2000, 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, 2001 and 2000, 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.



/s/ BDO Seidman, LLP
San Jose, California
March 22, 2002


                                       F-2



<PAGE>



                            COMC, Inc. and Subsidiary

                           Consolidated Balance Sheets

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

December 31,                                               2001         2000
--------------------------------------------------------------------------------
Assets

Current:
     Cash and cash equivalents (Note 11)               $   200,700   $   331,500
     Accounts receivable, less allowance for
        doubtful accounts of $75,000 and $223,200
        (Notes 4 and 11)                                 3,375,200     6,740,000
     Unbilled receivables, net                             635,000     1,644,400
     Inventories (Note 4)                                  198,900       230,100
     Prepaid expenses and other current assets              84,600       142,400
     Refundable income taxes                               404,100        89,700
     Deferred income taxes (Note 9)                        129,900       281,500
--------------------------------------------------------------------------------
Total Current Assets                                     5,028,400     9,459,600

Property and Equipment, net (Notes 3 and 4)                900,200     1,147,000

Other Assets (Note 7)                                       75,300       116,900
--------------------------------------------------------------------------------
                                                        $6,003,900   $10,723,500
================================================================================

          See accompanying notes to consolidated financial statements.


                                       F-3


<PAGE>


                            COMC, Inc. and Subsidiary

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------





December 31,                                                        2001           2000
-------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity

Current Liabilities:
<S>                                                            <C>             <C>
    Bank borrowings (Note 4)                                   $  1,663,200    $    979,700
    Accounts payable                                                852,500       2,738,300
    Accrued expenses (Note 5)                                       849,300         977,100
    Current portion of long-term debt (Note 4)                       25,500          26,700
    Customer deposits (Note 6)                                           --       2,580,000
    Accrued interest due related party (Note 7)                      68,800              --
-------------------------------------------------------------------------------------------
Total Current Liabilities                                         3,459,300       7,301,800

Long-term Debt, less current portion (Note 4)                        12,300          38,600

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

Deferred Income Taxes (Note 9)                                       72,000          94,100
-------------------------------------------------------------------------------------------
Total Liabilities                                                 4,293,600       8,184,500
-------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 4, 6, 8, and 10)

Shareholders' Equity (Notes 7 and 10):
    Common stock, $.01 par value; 40,000,000 shares
      authorized; 21,193,991 and 21,193,991 shares issued;
        17,392,754 and 17,392,754 shares outstanding                211,900         211,900
Additional paid-in capital                                       15,727,500      15,727,500
Accumulated deficit                                             (11,976,800)    (11,148,100)
Treasury stock at cost; 3,801,237 and 3,801,237 shares           (2,252,300)     (2,252,300)
-------------------------------------------------------------------------------------------
Total Shareholders' Equity                                        1,710,300       2,539,000
-------------------------------------------------------------------------------------------
                                                               $  6,003,900    $ 10,723,500
===========================================================================================


          See accompanying notes to consolidated financial statements.





                                       F-4


<PAGE>


                            COMC, Inc. and Subsidiary

                      Consolidated Statements of Operations

--------------------------------------------------------------------------------
Years Ended December 31,                                2001           2000
--------------------------------------------------------------------------------

Revenues (Note 11):
     Data and voice services                       $ 20,055,800    $ 27,413,500
     Recruitment services                             3,273,700       2,964,300
--------------------------------------------------------------------------------
                                                     23,329,500      30,377,800
--------------------------------------------------------------------------------
Cost of Revenues:
     Data and voice services                         13,261,700      17,823,800
     Recruitment services                             2,600,000       1,888,800
--------------------------------------------------------------------------------
                                                     15,861,700      19,712,600
--------------------------------------------------------------------------------
Gross Profit                                          7,467,800      10,665,200
--------------------------------------------------------------------------------
Operating Expenses:
     Selling, general, and administrative             7,808,800       8,139,700
     Noncash expenses:
        Depreciation and amortization (Note 3)          338,500         269,800
--------------------------------------------------------------------------------
                                                      8,147,300       8,409,500
--------------------------------------------------------------------------------
Income (Loss) From Operations                          (679,500)      2,255,700
--------------------------------------------------------------------------------
Other Income (Expense):
     Interest income                                        500         209,500
     Interest expense (Note 4)                         (314,000)       (202,700)
     Interest expense, related party (Note 7)           (78,400)       (434,900)
     Other                                              (83,500)         (2,200)
--------------------------------------------------------------------------------
                                                       (475,400)       (430,300)
--------------------------------------------------------------------------------
Income (Loss) Before Provision for Income Taxes      (1,154,900)      1,825,400

Provision (Benefit) for Income Taxes (Note 9)          (326,200)        845,100
--------------------------------------------------------------------------------
Net Income (Loss)                                  $   (828,700)    $   980,300
================================================================================
Basic Income (Loss) per Common Share               $      (0.05)    $      0.06
Diluted Income (Loss) per Common Share             $      (0.05)    $      0.05
================================================================================
Basic Weighted-Average Common Shares Outstanding     17,392,754      16,889,220
Diluted Weighted-Average Common Shares Outstanding   17,392,754      20,608,076
================================================================================

          See accompanying notes to consolidated financial statements.


                                       F-5




<PAGE>



                                                COMC, Inc. and Subsidiary

                                     Consolidated Statements of Shareholders' Equity

                                                   (Notes 6,7, and 10)

------------------------------------------------------------------------------------------------------------------------------------
                                      Common Stock          Additional                          Treasury Stock
                              --------------------------     Paid-in       Accumulated    ---------------------------
                                 Shares        Amount        Capital         Deficit        Shares     Amount          Total
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 1, 2000     19,401,491   $    194,000   $ 13,952,900    $(12,128,400)    (3,564,987) $  (1,779,800)  $    238,700

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

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

          See accompanying notes to consolidated financial statements.





                                       F-6



<PAGE>



                            COMC, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows

----------------------------------------------------------------------------------------------------
Years Ended December 31,                                                  2001           2000
----------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
     Net Income (Loss)                                                $ (828,700)     $    980,300
     Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
           Amortization of deferred finance charge                         2,400           268,300
           Depreciation and amortization                                 336,100           269,800
           Provision for doubtful accounts                              (148,200)          (49,900)
           Loss on disposition of property and equipment                   --               18,900
           Deferred income tax                                           129,500           (63,400)
           Changes in operating assets and liabilities,
              net of  business acquisition:
              Accounts and unbilled receivable                         4,522,400        (3,813,100)
              Inventories                                                 31,200           (36,100)
              Prepaid expenses and other current assets                   86,000          (107,500)
              Accounts payable                                        (1,885,800)        2,090,300
              Accrued expenses                                          (127,800)          384,500
              Income taxes payable/refundable                           (314,400)         (359,700)
              Customer deposits                                       (2,580,000)        2,580,000
              Accrued interest due related party                          68,800           (30,100)
----------------------------------------------------------------------------------------------------
Net Cash Provided By (Used in) Operating Activities                     (708,500)        2,132,300
----------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
     Deposits                                                             13,400          (32,400)
     Proceeds from sale of property and equipment                          2,100            1,000
     Purchase of property and equipment                                  (93,800)        (810,800)
----------------------------------------------------------------------------------------------------
Net Cash (Used In) Investing Activities                                  (78,300)        (842,200)
----------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
     Proceeds from sale of common stock                                    --           1,320,000
     Advances from bank loans and other credit institution            25,341,300       25,594,400
     Repayments on bank loans and other credit institution           (24,657,800)     (25,493,900)
     Payments for long-term debts                                        (27,500)         (14,200)
     Payments for long-term debts-- related parties                       --           (2,750,000)
----------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided By Financing Activities                      656,000       (1,343,700)
----------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                               (130,800)         (53,600)
Cash and Cash Equivalents, beginning of year                             331,500          385,100
----------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of year                               $   200,700     $    331,500
====================================================================================================
Cash Paid For:
     Interest                                                        $    323,600    $    399,400
     Income taxes                                                    $     38,200    $  1,256,600
Noncash Investing and Financing Activities:
     Issuance of common stock through cashless exercise of options   $     --        $    472,500
     Purchase of vehicles through issuance of long-term debt         $     --        $     48,600
====================================================================================================
</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   rapidly
                             expanding   regional  service  coverage  area.  The
                             Company designs, implements,  supports, and manages
                             LAN/WAN    computer    network    systems,    voice
                             communication  network systems,  and premise wiring
                             for both data and voice.  In addition,  the Company
                             provides  customers  with  permanent  and temporary
                             technical  professional  recruitment  and placement
                             services.

                             Principles of Consolidation

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

                             Uses of Estimates

                             The preparation of financial statements in
                             conformity with generally accepted accounting
                             principles requires management to make estimates
                             and assumptions that affect the reported amounts of
                             assets and liabilities and disclosure of contingent
                             assets and liabilities at the date of the financial
                             statements, and the reported amounts of revenues
                             and expenses during the reporting period. Actual
                             results could differ 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 certain long-term
                             contracts are recognized principally on the
                             percentage-of-completion method in the ratio that
                             cost incurred bears to estimated cost at
                             completion.

                             Advertising Costs

                             The cost of advertising is expensed as incurred.
                             Advertising costs for the years ended December 31,
                             2001 and 2000, were approximately $5,700 and
                             $8,500, 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, 2001 and 2000, 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,
                             2001, 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, 2001 and 2000, the
                             Company did not have any accumulated other
                             comprehensive income (loss).


                                      F-11



<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

                             Adoption of New Accounting Pronouncements

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

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

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

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

                                      F-12
<PAGE>

                             In June 2001, the Financial Accounting Standards
                             Board finalized FASB Statements No. 141, "Business
                             Combinations" (SFAS 141), and No. 142, "Goodwill
                             and Other Intangible Assets" (SFAS 142). SFAS 141
                             requires the use of the purchase method of
                             accounting and prohibits the use of the
                             pooling-of-interests method of accounting for
                             business combinations initiated after June 30,
                             2001. SFAS 141 also requires that we recognize
                             acquired intangible assets apart from goodwill if
                             the acquired intangible assets meet certain
                             criteria. SFAS 141 applies to all business
                             combinations initiated after June 30, 2001 and for
                             purchase business combinations completed on or
                             after July 1, 2001. It also requires, upon adoption
                             of SFAS 142 that the Company reclassify the
                             carrying amounts of intangible assets and goodwill
                             based on the criteria in SFAS 141. SFAS 142
                             requires, among other things, that the Company no
                             longer amortize goodwill, but instead test goodwill
                             for impairment at least annually. In addition, SFAS
                             142 requires that the Company identify reporting
                             units for the purposes of assessing potential
                             future impairments of goodwill, reassess the useful
                             lives of other existing recognized intangible
                             assets, and cease amortization of intangible assets
                             with an indefinite useful life. An intangible asset
                             with an indefinite useful life should be tested for
                             impairment in accordance with the guidance in SFAS
                             142. SFAS 142 is required to be applied in fiscal
                             years beginning after December 15, 2001 to all
                             goodwill and other intangible assets recognized at
                             that date, regardless of when those assets were
                             initially recognized. SFAS 142 requires the Company
                             to complete a transitional goodwill impairment test
                             six months from the date of adoption. The Company
                             is also required to reassess the useful lives of
                             other intangible assets within the first interim
                             quarter after adoption of SFAS 142.

                             At present, the Company is currently assessing but
                             has not yet determined the impact the adoption of
                             SFAS 141 and SFAS 142 will have on the Company's
                             financial position and results of operations.

                             In August 2001, the Financial Accounting Standards
                             Board finalized FASB Statement No. 144, "Accounting
                             for the Impairment or Disposal of Long-Lived
                             Assets." SFAS 144 retains the determination and
                             measurement criteria for impairment losses set out
                             in SFAS No. 121, "Accounting for the Impairment of
                             Long-Lived Assets", and adds additional
                             implementation guidelines concerning the treatment
                             of goodwill; use of the probability-weighted cash
                             flow assumptions; establishment of a primary-asset
                             approach for grouping assets and liabilities that
                             represent a unit of accounting; measurement issues
                             for long-lived assets to be disposed of; reporting
                             results of operations of a component of an entity
                             (reporting segment, operating segment, subsidiary
                             or an asset group) as discontinued operations under
                             certain conditions.

                             SFAS No. 144 will become effective for us, as well
                             as other calendar year companies, on January 1,
                             2002. At present, the Company does not believe that
                             the adoption of SFAS 144 will have a material
                             impact on the Company's financial position and
                             results of operations.


                                      F-13
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

2.   Acquisition              On August 17, 1998,  the Company  consummated  the
                              acquisition  of ICF  Communication  Systems,  Inc.
                              (ICF).  Under the terms of the  Agreement and Plan
                              of Merger dated July 24, 1998, ICF merged with and
                              into a wholly owned subsidiary of the Company that
                              had been especially organized for purposes of this
                              transaction  (the Merger).  In connection with the
                              Merger,    ICF's   name   was   changed   to   ICF
                              Communication Solutions, Inc. In consideration for
                              the Merger,  the two principals of ICF received an
                              aggregate    payment   valued   at   approximately
                              $14,000,000, as follows: $1,500,000 in cash at the
                              closing   of  the   transaction;   $3,500,000   in
                              promissory notes due and payable  throughout 1999,
                              and 6,493,506 shares of the Company's common stock
                              valued at  $9,000,000  or $1.386  per  share.  The
                              Company agreed to use its best efforts to register
                              the shares of common  stock  issued in  connection
                              with the Merger.  The Company defaulted on various
                              payments  of the  promissory  notes in  1999,  and
                              restructured the notes (see Note 7).


                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

3.   Property and             Property and equipment  consisted of the following
     Equipment                as of December 31, 2001 and 2000:



<TABLE>
<CAPTION>
                                                                      2001               2000
                              ------------------------------------------------------------------

<S>                                                               <C>                 <C>
                              Furniture and office equipment      $  855,100          $  813,400
                              Vehicles                               427,100             424,000
                              Computer equipment                     437,100             398,000
                              Software                                74,200              70,500
                              Leasehold improvements                 242,000             242,000
                              ------------------------------------------------------------------
                                                                   2,035,500           1,947,900
                              Less accumulated depreciation
                                and amortization                   1,135,300             800,900
                              ------------------------------------------------------------------
                                                                  $  900,200         $ 1,147,000
                              ------------------------------------------------------------------
</TABLE>


                                      F-14
<PAGE>


4.   Financings               Line of Credit

                              The Company has 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 paid
                              off its Line of Credit Facility and 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), bear interest at
                              the bank's prime rate plus 2.0% (6.75% as of
                              February 20, 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). Management
                              believes that there is at least a reasonable
                              likelihood that the Company will be unable to
                              maintain compliance at all times with each of the
                              financial covenants, for example, as regards
                              maintaining net income (as defined). Should the
                              Company be unable to maintain these financial
                              ratios, the lender has the right to demand
                              immediate payment in full on the then outstanding
                              balance. If this were to occur, management
                              believes that the Company could obtain alternative
                              sources of financing, based on discussions with
                              other lenders in the business community. However,
                              obtaining such alternative sources of financing
                              may prove costly and, should such alternative
                              financing not be readily available, any resulting
                              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 future
                              growth and acquisitions.

                              Debt Financing

                              From 1998 through 2000, the Company acquired six
                              vehicles for a total purchase price of $92,600
                              under capital lease arrangements with the vehicles
                              as security. The loans bear interest at rates
                              ranging from 0.9% to 9.7%. Accumulated
                              depreciation related to these vehicles was $41,000
                              and $22,500 as of December 31, 2001 and 2000,
                              respectively.


                                      F-15
<PAGE>


                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

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

                    2002                                                  25,500
                    2003                                                  12,300
                    ------------------------------------------------------------
                                                                         $37,800
                    ------------------------------------------------------------

5.   Accrued
     Expenses

                    Accrued expenses consisted of the following as of December
                    31, 2001 and 2000:

                                                              2001       2000
                    ------------------------------------------------------------
                    Accrued payroll and related expenses   $ 404,800   $ 560,400
                    Accrued vacation                         137,100     234,400
                    Accrued commissions                       35,300      60,100
                    Other                                    272,100     122,200
                    ------------------------------------------------------------
                                                           $ 849,300   $ 977,100
                    ------------------------------------------------------------


6.   Commitments    Operating Leases
     and
     Contingencies  The Company leases certain offices under operating leases
                    expiring on various dates through 2005. Total rent expense
                    charged to operations was $511,200 and $402,800 in 2001 and
                    2000, respectively. As of December 31, 2001, the minimum
                    future rental commitments under non-cancelable operating
                    leases payable over the remaining terms of the operating
                    leases are:

                    Years ending December 31,
                    ------------------------------------------------------------
                    2002                                                 483,000
                    2003                                                 298,000
                    2004                                                 256,300
                    2005                                                 138,200
                    ------------------------------------------------------------

                                                                      $1,175,500
                    ------------------------------------------------------------



                                      F-16
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

                    Customer Deposit

                    In April 2000, the Company received deposits in the amount
                    of $10,634,700 from a major customer. As of December 31,
                    2001, the unapplied balance was $0.

                    Employment Agreements

                    In 1999, the Company entered into a two-year employment
                    agreement with its Chief Financial Officer, providing among
                    other things, an annual salary of $135,000 and 2,463,896
                    options to purchase common stock (Note 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 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
                    it's 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 Mr. Burns.

7.   Transactions   In August  1998,  the Company  entered  into a series of six
     With  Related  notes  aggregating  $3,500,000 with the Company's  President
     Parties        and the  Company's  Chief  Operating  Officer as part of the
                    Merger discussed in Note 2. 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 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 the earlier of the due date of
                    the note, repayment in full, or the sale or transfer of the
                    note by Mr. Burns.



                                      F-17
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

                    Interest expense associated with the above notes aggregated
                    $78,400 and $166,600 during 2001 and 2000, respectively. As
                    of December 31, 2001 and 2000, $68,800 and $0 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
                    $2,400 and $268,300 during 2001 and 2000, 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, 2001 and
                    2000, the Company matched employee contributions totaling
                    $51,000 and $33,700, respectively.

9.   Income         The components of the provision for income taxes were as
     Taxes          follows for the years ended December 31, 2001 and 2000:

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

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

                                      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, 2001 and 2000

                                                             2001       2000
                    ------------------------------------------------------------
                    Deferred tax assets:
                      State income taxes                   $ 1,200    $ 73,700
                      Allowance for uncollectable
                         accounts                           39,900      88,900
                      Accrued vacation                      40,900      97,900
                      Other                                 17,900      21,000
                      Net Operating Loss                    30,000           0
                    ------------------------------------------------------------
                    Gross Deferred tax asset               129,900     281,500
                    Deferred Tax liability:
                      Depreciation                          72,000      94,100
                    ------------------------------------------------------------
                                                          $ 57,900    $187,400
                    ------------------------------------------------------------

                    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:

                                                           2001         2000
                    ------------------------------------------------------------
                    Expected statutory tax expense      $(392,700)    $ 620,600
                    Net tax effect of permanent
                      differences                          79,000        53,700
                    State income taxes, net of federal
                      tax effect                          (61,600)      106,000
                    Other                                  49,100        64,800
                    ------------------------------------------------------------
                    Income taxes                        $(326,200)    $ 845,100
                    ------------------------------------------------------------



                                      F-19



<PAGE>



                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

10.  Shareholders'  Common Stock
     Equity

                    In April and May 2000, the Company issued to various
                    accredited investors 1,320,000 shares of common stock and
                    options to purchase 660,000 shares of common stock at $1.00
                    per share for proceeds of $1,320,000. The options are
                    exercisable at any time within the next five years. In April
                    2000, 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.


                    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.



                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

     A summary of the status of the Company's outstanding stock options as of
     December 31, 2001 and 2000, and changes during the years then ended is
     presented in the following table:

                                                    Options Outstanding
                                         --------------------------------------
                                                                     Weighted-
                                           Options      Options       Average
                                          Not Under      Under       Exercise
                                          the Plan     the Plan        Price
     ---------------------------------------------------------------------------
     Balances, January 1, 2000           3,564,987      240,000          0.11
     Granted                               660,000       56,500          0.98
     Cancelled                                  --      (76,000)         0.60
     Exercised                            (472,500)        --            1.00
     ---------------------------------------------------------------------------
     Balances, December 31, 2000         3,752,487      220,500          0.15
     Granted                                    --    1,400,000          0.30
     Cancelled                                  --      (76,800)         0.31
     ---------------------------------------------------------------------------
     Balances, December 31, 2001         3,752,487    1,568,700      $   0.19
     ---------------------------------------------------------------------------
     Exercisable at year-end             3,752,487      887,900      $   0.16
     ---------------------------------------------------------------------------
     Weighted-average fair value of
       options granted during 2001                                   $   0.31
                                                                     -----------
     Weighted-average fair value of
       options granted during 2000                                   $   0.71
                                                                     -----------


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


                                      F-20



<PAGE>



                            COMC, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

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

     The following table summarizes information about stock options outstanding
     as of December 31, 2001:




<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       7.8 years     $  0.08     3,564,987    $  0.08
      0.11-0.30       1 350,000       0.9 years        0.30       800,000       0.30
      0.31-0.50         190,000       7.9 years        0.50        82,000       0.50
      0.51-1.00         216,200       3.3 years        0.98       193,400       0.99
                      ---------                     -----------------------------------
                      5,321,187                     $  0.19     4,640,387    $  0.16
                      ---------                     -----------------------------------
</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 and
     2000: dividend yield of 0; expected volatility of 170% and 208%; risk-free
     interest rate of 5.3% and 5.9%; 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.

                                                    2001            2000
          ---------------------------------------------------------------------
          Net Income (loss):
            As reported                          $(828,700)       $ 980,300
            Pro forma                           (1,108,700)         910,700

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

          Diluted earnings (loss) per share:
            As reported                              (0.05)            0.05
            Pro forma                                (0.06)            0.04


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.

                    For the year ended December 31, 2001, three customers
                    accounted for approximately 45%, 22% and 10% of total
                    revenues, with related accounts receivable as of December
                    31, 2001 representing approximately 36%, 40% and 13%,
                    respectively of net accounts receivable.

                    For the year ended December 31, 2000, one customer accounted
                    for approximately 67% of total revenues, with related
                    accounts receivable as of December 31, 2000 representing
                    approximately 68% of net accounts receivable.

                    The concentrations of revenues and related receivables as of
                    and for the year ended December 31, 2001 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, 2001 and 2000, and for each of the years
then ended is shown in the following tables:

                                                             December 31,
                                                  ------------------------------
Operating Segments                                    2001             2000
--------------------------------------------------------------------------------
Revenue:
     Data and Voice Services ...............     $ 20,055,800      $ 27,413,500
     Recruitment Services ..................        3,273,700         2,964,300
     Corporate .............................               --                --
--------------------------------------------------------------------------------
                                                 $ 23,329,500      $ 30,377,800
================================================================================
Income (loss) from operations:
     Data and Voice Services ...............     $    937,900      $  4,946,200
     Recruitment Services ..................          103,200           165,600
     Corporate .............................       (1,720,600)       (2,856,100)
--------------------------------------------------------------------------------
                                                 $   (679,500)     $  2,255,700
================================================================================
Total assets:
     Data and Voice Services ...............     $  5,684,100      $  9,947,300
     Recruitment Services ..................          209,000           697,000
     Corporate .............................          110,800            79,200
--------------------------------------------------------------------------------
                                                 $  6,003,900      $ 10,723,500
================================================================================
Expenditures for long-lived assets:
     Data and Voice Services ...............     $     93,800      $    794,800
     Recruitment Services ..................               --            16,000
     Corporate .............................               --                --
--------------------------------------------------------------------------------
                                                 $     93,800      $    810,800
================================================================================
Depreciation and amortization:
     Data and Voice Services ...............     $    322,400      $    228,700
     Recruitment Services ..................            2,500             2,500
     Corporate .............................           11,200            38,600
--------------------------------------------------------------------------------
                                                 $    336,100      $    269,800
================================================================================




               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/ George L. Camberis
                                   -------------------------------
                                   George L. Camberis CFO

Dated: April 15, 2002

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of April 15, 2002 by the following persons on
behalf of Registrant and in the capacities indicated.

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

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

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

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

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

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

EXHIBITS

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

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

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

3.01  Certificate of Incorporation.(3)

3.02  By-laws.(3)

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

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

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

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

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

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

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

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

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


                                       A-1


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.



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