**THE
        SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 [X] 
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
 OF
        SECURITIES EXCHANGE ACT OF 1934
 
 FOR
        THE
        QUARTERLY PERIOD ENDED: September 30, 2005
 
 [  
        ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 **Commission
        File No. 0-16472**
 
 **ICF
        Corporation**
 
 (Exact
        Name of Registrant as Specified in its Charter)
 
 **Delaware**
                (State
                  or other jurisdiction of incorporation or organization)
              **95-4628378**
                (I.R.S.
                  Employer Identification No.)
 
 4030
        Pike
        Lane, Suite C
 Concord,
        California 94520
 
 (Address
        of principal executive offices)
 
 (925)
        849-1400
 
 (Issuer's
        telephone number)
 
 Check
        whether the issuer filed all reports required
 to
        be
        filed by Section 13 or 15(d) of the Securities Exchange
 Act
        of
        1934 during the past 12 months (or for such shorter Period
 that
        the
        registrant was required to file such reports), and has been
 subject
        to such filing requirements for the past 90 days.
 
 Yes
x No
o
 
 As
        of
        November 15, 2005 a total of 9,489,651 shares of ICF Corporation’s common
        stock
 were
        issued; 9,026,194 shares of ICF Corporation's common stock were outstanding,
        and
 463,457
        shares of ICF Corporation's common stock are held in treasury.
 Transitional
        Small Business Disclosure Format. Yes oNo x
  
 
  **ICF
        Corporation and Subsidiary**
 
 Table
        of
        Contents
 
 10-QSB
 
 
 **PART
                  I. Financial Information**Item
                  1. Financial Statements.Condensed
                  Consolidated Balance Sheets
              3Condensed
                  Consolidated Statements of Operations
              4Condensed
                  Consolidated Statements of Cash Flows
              5Notes
                  to Condensed Consolidated Financial Statements
              6Item
                  2. Management Discussion and Analysis
              16Item
                  3. Controls and Procedures
              21**PART
                  II.  Other Information**Item
                  1. Legal Proceedings
              21Item
                  2. Changes in Securities
              22Item
                  3. Defaults Upon Senior Securities
              22Item
                  4. Submission of Matters to a Vote of Security Holders
              22Item
                  5. Other Information
              22Item
                  6. Exhibits and Reports on Form 8-K
              22Signatures
              23Exhibit
                  Index
              24Exhibits
 
  2
  PART
        I.
        FINANCIAL INFORMATION
 ITEM
        1.
        Financial Statements
  **ICF
        Corporation and Subsidiary**
 **Condensed
        Consolidated Balance Sheets**
 **September
                  30,**
              
              **December
                  31,****2005**
              
              **2004**Assets
              
              **(unaudited)**Current:Cash
                  and cash equivalents
              
              $
              42,000
              
              $
              287,400Accounts
                  receivable, less allowance for doubtful accounts of $198,600 and
                  $100,700,
                  respectively
              
              
              2,431,800
              
              
              1,906,500Unbilled
                  receivables
              
              
              812,000
              
              
              409,100Inventories
              
              
              664,600
              
              
              605,800Prepaid
                  expenses and other current assets
              
              
              208,600
              
              
              263,900Total
                  current assets
              
              
              4,159,000
              
              
              3,472,700Property
                  and equipment, net
              
              
              592,800
              
              
              724,200Long-term
                  deferred financing charges, net
              
              
              2,892,000
              
              
              3,469,000Goodwill
              
              
              425,700
              
              
              371,800Other
                  assets
              
              
              54,500
              
              
              68,700Total
                  assets
              
              $
              8,124,000
              
              $
              8,106,400
 
 Liabilities,
                  convertible redeemable preferred stock and shareholders'
                  deficiency:Current
                  liabilities:Accounts
                  payable
              
              $
              1,449,600
              
              $
              1,121,500Accrued
                  expenses
              
              
              832,200
              
              
              811,800Current
                  portion of capital lease obligations
              
              
              24,300
              
              
              31,700Customer
                  deposits
              
              
              199,100
              
              
              258,900Accrued
                  interest and dividends
              
              
              75,600
              
              
              163,400Secured
                  convertible revolving note
              
              
              2,305,200
              
              
              —Current
                  portion notes payable
              
              
              10,500
              
              
              —Convertible
                  notes payable due related parties
              
              
              —
              
              
              396,500Current
                  portion of secured convertible term loan
              
              
              545,400
              
              
              2,000,000Current
                  portion of secured minimum borrowing note
              
              
              1,000,000
              
              
              1,000,000Warrant
                  and option liability
              
              
              1,563,300
              
              
              6,994,200Total
                  current liabilities
              
              
              8,005,200
              
              
              12,778,000Capital
                  lease obligations, net of current portion
              
              
              7,700
              
              
              23,800Secured
                  convertible term loan, less current portion
              
              
              1,212,200
              
              
              —Notes
                  payable shareholders
              
              
              1,200,000
              
              
              950,000Notes
                  payable, net of current portion
              
              
              13,600
              
              
              —Convertible
                  redeemable preferred stock:Series
                  A, $0.01 par value; 2,000,000 shares authorized; 0 and 1,205,216
                  shares
                  issued and outstanding, respectively
              
              
              —
              
              
              165,200Series
                  B, $0.01 par value; 4,000,000 shares authorized; 0 and 1,806,219
                  shares
                  issued and outstanding, respectively
              
              
              —
              
              
              830,200Total
                  liabilities and convertible redeemable preferred stock
              
              
              10,438,700
              
              
              14,747,200Shareholders'
                  deficiency:Common
                  stock, $0.01 par value; 40,000,000 shares authorized; 9,489,651
                  and
                  3,174,706 shares issued; 9,026,194 and 2,711,249 shares outstanding,
                  respectively
              
              
              90,300
              
              
              317,400Additional
                  paid-in capital
              
              
              21,738,400
              
              
              18,037,300Accumulated
                  deficit
              
              
              (21,749,400
              )
              
              (22,601,500
              )Treasury
                  stock at cost: 463,457 and 463,457 shares, respectively
              
              
              (2,394,000
              )
              
              (2,394,000
              )Total
                  shareholders' deficiency
              
              
              (2,314,700
              )
              
              (6,640,800
              )Total
                  liabilities, convertible redeemable preferred stock and shareholders’
                  deficiency
              
              $
              8,124,000
              
              $
              8,106,400
  See
        accompanying notes to condensed consolidated financial statements
 3
  **ICF
        Corporation and Subsidiary**
 **Condensed
        Consolidated Statements of Operations**
  **Three
                  Months Ended**
                **September
                  30,**
              
              **Nine
                  Months Ended**
                **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004****(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**Revenues
              
              $
              3,403,000
              
              $
              2,878,200
              
              $
              9,648,200
              
              $
              9,559,900Cost
                  of revenues
              
              
              2,303,900
              
              
              1,926,400
              
              
              6,330,500
              
              
              5,842,800Gross
                  profit
              
              
              1,099,100
              
              
              951,800
              
              
              3,317,700
              
              
              3,717,100Operating
                  expenses:Selling
                  general and administrative
              
              
              1,675,300
              
              
              1,456,200
              
              
              5,200,400
              
              
              4,145,500Depreciation
                  and amortization
              
              
              41,000
              
              
              60,400
              
              
              150,300
              
              
              181,1001,716,300
              
              
              1,516,600
              
              
              5,350,700
              
              
              4,326,600Loss
                  from operations
              
              
              (617,200
              )
              
              (564,800
              )
              
              (2,033,000
              )
              
              (609,500
              )Other
                  income (expense):Interest
                  expense
              
              
              (109,000
              )
              
              (103,400
              )
              
              (278,900
              )
              
              (282,000
              )Interest
                  expense - related party
              
              
              (16,500
              )
              
              (24,600
              )
              
              (40,300
              )
              
              (59,200
              )Amortization
                  of deferred finance charges
              
              
              (244,100
              )
              
              —
              
              
              (685,700
              )
              
              —Warrant
                  expense
              
              
              (449,700
              )
              
              —
              
              
              (449,700
              )
              
              —Remeasurement
                  of warrant and option liability
              
              
              2,119,900
              
              
              5,600
              
              
              4,339,200
              
              
              79,200Gain
                  on sale of property and equipment
              
              
              —
              
              
              —
              
              
              500
              
              
              —Accreted
                  dividends on Series A and B preferred stock
              
              
              —
              
              
              (400
              )
              
              —
              
              
              (1,700
              )Amortization
                  of imputed beneficial conversion discount upon issuance of convertible
                  debt
              
              
              —
              
              
              (47,100
              )
              
              —
              
              
              (141,400
              )Total
                  other income (expense)
              
              
              1,300,600
              
              
              (169,900
              )
              
              2,885,100
              
              
              (405,100
              )Income
                  (loss) before provision for income taxes
              
              
              683,400
              
              
              (734,700
              )
              
              852,100
              
              
              (1,014,600
              )Income
                  tax provision
              
              
              —
              
              
              —
              
              
              —
              
              
              1,600Net
                  income (loss)
              
              
              683,400
              
              
              (734,700
              )
              
              852,100
              
              
              (1,016,200
              )Preferred
                  stock dividend
              
              
              —
              
              
              (42,000
              )
              
              —
              
              
              (110,500
              )Net
                  income (loss) attributable to common shareholders
              
              $
              683,400
              
              $
              (776,700
              )
              $
              852,100
              
              $
              (1,126,700
              )Income
                  (loss) per common share attributable to common
                  shareholdersBasic
              
              $
              0.08
              
              $
              (0.29
              )
              $
              0.17
              
              $
              (0.42
              )Diluted
              
              $
              0.07
              
              $
              (0.29
              )
              $
              0.15
              
              $
              (0.42
              )Weighted-average
                  common shares outstandingBasic
              
              
              8,990,120
              
              
              2,671,909
              
              
              5,092,121
              
              
              2,671,873Diluted
              
              
              9,403,475
              
              
              2,671,909
              
              
              5,805,533
              
              
              2,671,873
 
 See
        accompanying notes to condensed consolidated financial statements
 4
  **ICF
        Corporation and Subsidiary**
 **Condensed
        Consolidated Statements of Cash Flows**
  **Nine
                  Months Ended**
                **September
                  30,****2005**
              
              **2004****(unaudited)**
              
              **(unaudited)******Cash
                  flows from operating activities:Net
                  income (loss)
              
              $
              852,100
              
              $
              (1,016,200
              )Adjustments
                  to reconcile net income (loss) to net cash provided by (used in)
                  operating
                  activities:Depreciation
                  and amortization
              
              
              150,300
              
              
              181,100Change
                  in fair value of put warrants
              
              
              (4,339,200
              )
              
              (79,200
              )Provision
                  for doubtful accounts
              
              
              97,900
              
              
              (18,300
              )Gain
                  on sale of property and equipment
              
              
              500
              
              
              —Issuance
                  of common stock for services
              
              
              292,900
              
              
              3,500Issuance
                  of convertible redeemable Series B preferred stock for
                  services
              
              
              —
              
              
              115,300Imputed
                  interest expense
              
              
              —
              
              
              1,700Amortization
                  of beneficial conversion discount upon issuance of convertible
                  debt
              
              
              —
              
              
              141,400Warrant
                expense
              
              
              449,700
              
              
              —Amortization
                  of deferred financing charges
              
              
              685,700
              
              
              —Changes
                  in operating assets and liabilities:Accounts
                  and unbilled receivables
              
              
              (1,026,100
              )
              
              39,600Inventories
              
              
              (58,800
              )
              
              (204,500
              )Prepaid
                  expenses and other current assets
              
              
              55,300
              
              
              (139,700
              )Accounts
                  payable
              
              
              356,800
              
              
              526,500Accrued
                  expenses
              
              
              20,400
              
              
              (93,100
              )Customer
                  deposits
              
              
              (113,700
              )
              
              (163,000
              )Accrued
                  interest
              
              
              51,300
              
              
              51,300Net
                  cash provided by (used in) operating activities:
              
              
              (2,524,900
              )
              
              (653,600
              )Cash
                  flows from investing activities:Purchases
                  of property and equipment
              
              
              (19,900
              )
              
              (34,800
              )Proceeds
                  from the sale of property equipment
              
              
              500
              
              
              —Deposits
                  and other assets
              
              
              14,200
              
              
              (10,200
              )Net
                  cash used in investing activities:
              
              
              (5,200
              )
              
              (45,000
              )Cash
                  flows from financing activities:Proceeds
                  from convertible shareholder notes payable
              
              
              250,000
              
              
              187,600Payments
                  on secured convertible notes payable
              
              
              (242,400
              )
              
              —Proceeds
                  from secured convertible revolving note
              
              
              6,915,700
              
              
              —Payments
                  on secured convertible revolving note
              
              
              (4,610,500
              )
              
              —Payments
                  on notes payable
              
              
              (4,600
              )
              
              —Advances
                  from bank loans
              
              
              —
              
              
              10,044,700Repayments
                  of bank loans
              
              
              —
              
              
              (9,810,800
              )Payments
                  on capital lease obligations
              
              
              (23,500
              )
              
              (21,500
              )Net
                  cash provided by (used in) financing activities:
              
              
              2,284,700
              
              
              400,000Net
                  decrease in cash and cash equivalents
              
              
              (245,400
              )
              
              (298,600
              )Cash
                  and cash equivalents, beginning of period
              
              
              287,400
              
              
              384,300Cash
                  and cash equivalents, end of period
              
              $
              42,000
              
              $
              85,700Cash
                  paid for:Interest
              
              $
              341,800
              
              $
              289,300Non
                  cash investing and financing activities:Accrued
                  dividend for Series A and B convertible redeemable preferred
                  stock
              
              $
              —
              
              $
              54,900Conversion
                  of Series A and B convertible redeemable preferred stock and convertible
                  notes payable into common stock
              
              $
              1,531,000
              
              $
              —Goodwill
                  related to Southwest Century acquisition
              
              $
              53,900
              
              $
              —
   See
        accompanying notes to condensed consolidated financial statements.
 5
 **ICF
          Corporation and Subsidiary**
 **Notes
        to Condensed Consolidated Financial Statements**
 
 1.
        Summary of Significant Accounting Policies
 
 The
        Company and Principles of Consolidation
 
 Effective
        June 27, 2005, the Company changed its name from COMC, Inc. to ICF Corporation
        (“the Company”) and completed a one-for-ten reverse stock split (“Reverse
        Split”). Following the effective date of the Reverse Split, the par value of the
        common stock remained at $0.01 per share. As a result, the Company reduced
        the
        common stock on its consolidated balance sheets as of the effective date
        by
        $334,200, with a corresponding increase in additional paid-in capital. All
        per-share amounts have been retroactively adjusted for all periods presented
        to
        reflect the Reverse Split.
 
 ICF
        Corporation (formerly COMC, Inc.) and subsidiary is a technology service
        company
        in the telecommunications industry with a regional service coverage area.
        The
        Company designs, implements, supports, and manages LAN/WAN computer network
        systems, voice communication network systems, and premise wiring for both
        data
        and voice.
 
 The
        accompanying condensed 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.
 
 Basis
        of
        Presentation
 
 The
        interim condensed consolidated financial statements presented have been prepared
        by the Company without audit and, in the opinion of management, reflect all
        adjustments of a normal recurring nature (except as discussed below) necessary
        for a fair statement of (a) the results of operations for the three months
        and
        the nine months ended September 30, 2005 and 2004, (b) the Company's financial
        position at September 30, 2005 and (c) the cash flows for the nine months
        ended
        September 30, 2005 and 2004. Interim results are not necessarily indicative
        of
        results for a full year.
 
 The
        condensed consolidated balance sheet presented as of December 31, 2004 has
        been
        derived from the consolidated financial statements that have been audited
        by the
        Company's independent public accountant. The consolidated financial statements
        and notes are condensed as permitted by Form 10-QSB and do not contain certain
        information included in the annual financial statements and notes of the
        Company. The condensed consolidated financial statements and notes included
        herein should be read in conjunction with the financial statements and notes
        included in the Company's condensed 2004 Annual Report on Form 10-KSB filed
        on
        June 17, 2005.
  Restatement
 
 The
        accompanying condensed consolidated financial statements as of and for the
        nine
        months ended September 30, 2004 have been restated to correct errors pertaining
        to the accounting for certain debt and equity instruments issued by the Company
        during 2003. Specifically, the Company has adjusted its condensed consolidated
        financial statements for the nine months ended September 30, 2004 in order
        (i)
        to properly account for certain beneficial conversion features imbedded in
        its
        convertible redeemable preferred stock and convertible debt instruments in
        accordance with EITF Issue No. 98-5, Accounting for Convertible Securities
        with
        Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
        and
        EITF Issue No. 00-27, Application of Issue No. 98-5 to Certain Convertible
        Instruments, which had the effect of increasing the net loss attributable
        to
        common shareholders by $227,400; (ii) to properly account for the
        issuance
        of convertible redeemable preferred stock issued in exchange for the settlement
        of certain borrowings, which had the effect of increasing the net loss
        attributable to common shareholders by $0; and (iii) to correct a computational
        error made in determining the liability attributable to a derivative financial
        instrument, which had the effect of decreasing the net loss attributable
        to
        common shareholders and decreasing shareholders’ deficit by $25,000.
 
 The
        aggregate effect of the foregoing matters on the reported net loss for the
        nine
        months ended September 30, 2004 is as follows:
 **As
                  Previously**
                **Reported**
              
              **As
                  Restated**Net
                  loss
              
              $
              (898,100
              )
              $
              (1,016,200
              )Net
                  loss attributable to common shareholders
              
              $
              (924,300
              )
              $
              (1,126,700
              )Basic
                  and diluted net loss per common share attributable to common
                  shareholders
              
              $
              (0.35
              )
              $
              (0.42
              )
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America 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.
 6
 Inventories
 
 Inventories
        are valued at the lower of cost or market value. Cost is substantially
        determined by the first-in, first-out method, including parts and equipment.
        The
        Company records adjustments to its inventory for estimated obsolescence or
        diminution in market value equal to the difference between the cost of the
        inventory and the estimated market value, based on market conditions from
        time
        to time. These adjustments are estimates, which could vary significantly,
        either
        favorable or unfavorably, from actual experience if future economic conditions,
        levels of consumer demand, customer inventory levels or competitive conditions
        differ from expectations.
 
 Property
        and Equipment
 
 Property
        and equipment are stated at cost. Additions, improvements and major renewals
        are
        capitalized. Maintenance, repairs and minor renewals are expensed as incurred.
        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.
  Impairment
        of Long-Lived Assets
 
 Purchased
        intangible assets with finite lives are amortized using the straight-line
        method
        or the effective interest method, where appropriate over the estimated economic
        lives of the assets, currently ranging from three to fifteen years. Long-lived
        assets, such as property and equipment and purchased intangible assets with
        finite lives, are evaluated for impairment whenever events or changes in
        circumstances indicate the carrying value of an asset may not be recoverable
        in
        accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
        Long-Lived Assets.” The Company assesses the fair value of the assets based on
        the undiscounted future cash flow the assets are expected to generate and
        recognizes an impairment loss when estimated undiscounted future cash flow
        expected to result from the use of the asset plus net proceeds expected from
        disposition of the asset, if any, are less than the carrying value of the
        asset.
        When an impairment is identified, the Company reduces the carrying amount
        of the
        asset to its estimated fair value based on a discounted cash flow approach
        or,
        when available and appropriate, to comparable market values.
 
 Goodwill
        and Indefinite-Lived Intangible Purchased Assets
 
 The
        Company reviews goodwill and purchased intangible assets with indefinite
        lives
        for impairment quarterly and whenever events or changes in circumstances
        indicate the carrying value of an asset may not be recoverable. The Company
        performs a two-step impairment test. In the first step, the Company compares
        the
        fair value of each reporting unit to its carrying value. The Company determines
        the fair value of its reporting units based on a weighting of income and
        market
        approaches. Under the income approach, the Company calculates the fair value
        of
        a reporting unit based on the present value of the estimated future cash
        flows.
        Under the market approach, the Company estimates the fair value based on
        market
        multiples of revenue or earnings for comparable companies. If the fair value
        of
        the reporting unit exceeds the carrying value of the net assets assigned
        to that
        unit, goodwill is not impaired and no further testing is performed. If the
        carrying value of the net assets assigned to the reporting unit exceeds the
        fair
        value of the reporting unit, then the Company must perform the second step
        impairment test in order to determine the implied fair value of the reporting
        unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds
        its implied value, then the Company records an impairment loss equal to the
        difference. For indefinite-lived intangibles, the Company compares the fair
        value of the indefinite-lived purchased intangible assets to the carrying
        value.
        The Company estimates the fair value if these intangible assets using the
        income
        approach. The Company recognizes an impairment loss when the estimated fair
        value of the indefinite-lived purchased intangible assets is less that the
        carrying value.
 
 Revenue
        Recognition
 
 Revenues
        and related costs for short-term projects (i.e. projects with duration of
        less
        than one month) are recognized as the projects are completed. Revenues generated
        by contracts of longer duration (typically covering periods of two-to-three
        months) are recognized principally on the percentage-of-completion method
        in the
        ratio that cost incurred bears to estimated cost at completion. Project costs
        are comprised of time and materials. Out-of-pockets costs are not billed
        separately; rather, such costs are included in the contract price. Profit
        estimates are revised periodically based on changes in facts and circumstances;
        any losses on contracts are recognized immediately.
  Advertising
        Costs
 
 The
        cost
        of advertising is expensed as incurred. Advertising costs for the nine months
        ended September 30, 2005 and 2004, were approximately $2,900 and $5,100,
        respectively.
 
 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.
 7
 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
        September 30, 2005 and December 31, 2004, the fair values of the Company's
        financial instruments approximate their historical carrying
        amounts.
 
 Allowance
        for doubtful accounts
 
 The
        Company establishes an allowance for doubtful accounts to ensure trade
        receivables are not overstated due to collectibility. Bad debt reserves are
        maintained based on a variety of factors, including length of time receivables
        are past due, macroeconomic events, significant one-time events and historical
        experience. A specific reserve for individual accounts is recorded when the
        Company becomes aware of a customer’s inability to meet its financial
        obligations, such as in the case of bankruptcy filings or deterioration in
        the
        customer’s operating results or financial position. If circumstances related to
        customers change, estimates of the recoverability of receivables would be
        further adjusted.
 
 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.
 
 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.
        There
        were no options granted in the third quarter of 2005 and 2004. Under the
        accounting provisions of SFAS No. 123. The Company’s pro forma net loss and the
        basic and diluted net loss per share attributable to common shareholders
        would
        have been adjusted to the pro forma amounts below.
 
 **For
                  the Three Months Ended**
                **September
                  30,**
              
              **For
                  the Nine Months Ended**
                **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004****(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**Net
                  income (loss) attributable to common shareholders:As
                  Reported
              
              $
              683,400
              
              $
              (776,700
              )
              $
              852,100
              
              $
              (1,126,700
              )Add:
                  Stock-based employee compensation expense included in net loss,
                  net of
                  related tax effects
              
              
              —
              
              
              —
              
              
              —
              
              
              —Deduct:
                  Total stock-based employee compensation expense determined under
                  fair
                  value based method for all awards, net of related tax
                  effects
              
              
              (700
              )
              
              (700
              )
              
              (2,100
              )
              
              (2,100
              )Pro
                  forma net income (loss) attributable to common
                  shareholders
              
              $
              682,700
              
              $
              (777,400
              )
              $
              850,000
              
              $
              (1,128,800
              )Diluted
                  income (loss) per share attributable to common
                  shareholdersAs
                  reported
              
              $
              0.07
              
              $
              (0.29
              )
              $
              0.15
              
              $
              (0.42
              )Pro
                  forma
              
              $
              0.07
              
              $
              (0.29
              )
              $
              0.15
              
              $
              (0.42
              )
  8
 Earnings
        Per Share
 
 The
        Company applies the provisions of SFAS No. 128, “Earnings Per Share”. SFAS No.
        128 provides for the calculation of basic and diluted earnings per share.
        Basic
        earnings per share includes no dilution and is computed by dividing income
        attributable to common shareholders by the weighted average number of common
        shares outstanding for the period. Diluted earnings per share reflect the
        potential dilution of securities that could share in the earning of an entity.
        Anti-dilution provisions of SFAS No. 128 require consistency between diluted
        per-common-share amounts and basic per-common-share amounts in loss
        periods.
 
 **For
                  the Three Months Ended**
                **September
                  30,**
              
              **For
                  the Nine Months Ended**
                **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004****(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**
              
              **(unaudited)**HistoricalNumerator:Net
                  income (loss)
              
              $
              683,400
              
              $
              (734,700
              )
              $
              852,100
              
              $
              (1,016,200
              )Accreted
                  preferred stock dividend
              
              
              —
              
              
              (42,000
              )
              
              —
              
              
              (110,500
              )Net
                  income (loss) attributable to common stockholders
              
              $
              683,400
              
              $
              (776,700
              )
              $
              852,100
              
              $
              (1,126,700
              )Denominator:Weighted-average
                  common shares outstanding
              
              
              8,990,120
              
              
              2,671,909
              
              
              5,092,121
              
              
              2,671,873Add:
                  common stock equivalents
              
              
              413,355
              
              
              —
              
              
              713,412
              
              
              —9,403,475
              
              
              2,671,909
              
              
              5,805,533
              
              
              2,671,873Net
                  income (loss) per share attributable to common
                  stockholdersBasic
              
              $
              0.08
              
              $
              (0.29
              )
              $
              0.17
              
              $
              (0.42
              )Diluted
              
              $
              0.07
              
              $
              (0.29
              )
              $
              0.15
              
              $
              (0.42
              )
  Recent
        Accounting Pronouncements
  In
        December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment
        (“SFAS 123R”), which replaces SFAS No. 123, Accounting for Stock-Based
        Compensation, (“SFAS 123”) and supercedes APB Opinion No. 25, Accounting for
        Stock Issued to Employees. SFAS 123R requires all share-based payments to
        employees, including grants of employee stock options, to be recognized in
        the
        financial statements based on their fair values as of the beginning of the
        first
        interim or annual reporting period that begins after December 15, 2005, with
        early adoption encouraged. The pro forma disclosures previously permitted
        under
        SFAS 123 will no longer be an alternative to financial statement recognition.
        Under SFAS 123R, the Company must determine the appropriate fair value model
        to
        be used for valuing share-based payments, the amortization method for
        compensation cost and the transition method to be used at date of adoption.
        The
        transition methods include prospective and retroactive adoption options.
        Under
        the retroactive option, prior periods may be restated either as of the beginning
        of the year of adoption or for all periods presented. The prospective method
        requires that compensation expense be recorded for all unvested stock options
        and restricted stock at the beginning of the first quarter of adoption of
        SFAS
        123R, while the retroactive methods would record compensation expense for
        all
        unvested stock options and restricted stock beginning in the first period
        restated. The Company is evaluating the requirements of SFAS 123R and expects
        that the adoption of SFAS 123R will have a material impact on the Company’s
        results of operations and earnings per share. The Company has not yet determined
        the method of adoption or the effect of adopting SFAS 123R, and it has not
        determined whether the adoption will result in amounts that are similar to
        the
        current pro forma disclosures under SFAS 123.
 
 In
        November 2004, the FASB issued Statement No. 151, “Inventory Costs”, an
        amendment of ARB No. 43, Chapter 4. Statement 151 clarifies abnormal amounts
        of
        idle facility expense, freight, handling costs, and wasted material be accounted
        for as a current period expense. Statement 151 is effective for fiscal years
        beginning after June 15, 2005. The Company does not believe that the adoption
        of
        SFAS 151 will have a material effect on its financial position, results of
        operations or cash flows.
  In
        November 2003, the Emerging Issues Task Force ("EITF") issued EITF No. 03-6
        "Participating Securities and the Two-Class Method under FASB Statement No.
        128", which provides for a two-class method of calculating earnings per share
        computations that relate to certain securities that would be considered to
        be
        participating in conjunction with certain common stock rights. This guidance
        is
        applicable to the Company starting with the third quarter beginning July
        1,
        2004. The Company believes that the adoption of this pronouncement does not
        impact the Company's earnings per share calculations for the three months
        and
        the nine months ended September 30, 2005 and 2004.
  2.
        Acquisition of the Assets of Southwest Century Communications, Inc.
 
 Effective
        November 30, 2004, the Company completed the acquisition of substantially
        all of
        the assets of Southwest Century Communications, Inc. (“Southwest Century”,) a
        Houston, Texas based voice and data company, for a total consideration of
        $1.3
        million, $1,050,000 of which was paid in cash financed through the Laurus
        transaction and $250,000 of which was paid in the form of a promissory note.
        One
        of the principal owners of Southwest Century received a two-year employment
        contract at an annual salary of $125,000 and became the Regional Manager
        of
        ICF’s Texas operations. ICF has already moved several of its Houston, Texas
        based employees to Southwest Century’s premises and has agreed to a
        month-to-month facility rental charge that ICF will pay Southwest Century.
        In
        connection with the acquisition, the Company also agreed to issue 5,000 shares
        of common stock valued at $8,500.
 9
 3.
        Future
        Prospects
 
 The
        Company had an operating loss in the first nine months of 2005 after incurring
        operating and net losses in 2004 and 2003, and had a capital deficiency at
        September 30, 2005 and December 31, 2004. The Company has limited additional
        financing available in order to fund any additional cash required for its
        operations or otherwise. These matters raise substantial doubt about the
        Company’s ability to continue as a going concern.
 
 Management
        has taken steps during 2004 and the first nine months of 2005 to improve
        the
        situation, including replacing a $2.75 million accounts receivable financing
        facility from Pacific Business Funding, a division of Greater Bay Bancorp,
        with
        a $5.5 million convertible note financing arrangement with Laurus Master
        Fund,
        Ltd., acquiring substantially all of the operating assets of Southwest Century
        Communications, Inc., a Houston, Texas based data and voice service provider,
        making further cuts in overhead costs, downsizing the Company’s Houston
        operations, and making changes in the Company’s management. During the first
        nine months of 2005 management continued to take steps to improve the situation
        by monitoring and reducing technical, administrative and sales personnel
        and
        other costs wherever possible and appropriate based on the Company’s current and
        anticipated sales volume.
  Any
        temporary lack of available financing could have a materially unfavorable
        effect
        on the Company’s financial position. The Company’s long-term prospects are
        dependent upon a return to profitability and/or the ability to raise additional
        capital as necessary to finance operations.  The condensed consolidated
        financial statements included herein do not include any adjustments that
        might
        result from the outcome of this uncertainty.
 
 4.
          Financings
 
 $250,000
        Shareholder Loans
 
 During
        the three months ended June 30, 2005, five holders of our common stock,
        including our CEO, agreed to lend the Company a total of $250,000 ($50,000
        each)
        in exchange for 6.75% promissory notes, which mature on November 30, 2007.
        Of
        the $250,000, $200,000 was received in June 2005 and the remaining $50,000
        was
        received in July 2005. Each of these notes is convertible into common stock
        at
        the option of the noteholder at $1.70 per share.
 
 5.5
        Million Dollar Convertible Note Financing
 
 On
        November 30, 2004, the Company entered into a series of agreements (the “Laurus
        Agreements”) with Laurus Master Fund, Ltd. (“Laurus”) whereby the Company agreed
        to issue to Laurus: (i) a secured convertible term note (the “Term Note”) in the
        amount of $2 million, (ii) a secured convertible revolving note in the amount
        of
        $2.5 million (the “Revolving Note”), (iii) a secured convertible minimum
        borrowing note in the amount of $1 million (the “Minimum Borrowing Note”; the
        Minimum Borrowing Note, the Term Note and the Revolving Note being referred
        to
        collectively as the “Notes”), (iv) a related option to purchase up to 886,354
        shares of common stock at a price of $0.10 per share (the “Option”), and (v) a
        seven-year warrant to purchase up to 1,925,000 shares of common stock at
        a price
        of $2.30 per share (the “Warrant”). The transactions contemplated by the Laurus
        Agreements (the “Laurus Financing”) closed on December 3, 2004, with an
        effective date of November 30, 2004. The loan evidenced by the Notes is secured
        by all of the assets of the Company and ICF.
 
 In
        accordance with EITF 00-19 “Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company’s Own Stock,” the option to
        purchase up to 886,534 shares of common stock and the warrant to purchase
        up to
        1,925,000 shares of common stock have been classified as short-term liabilities
        (with a corresponding entry to long-term deferred financing costs) and were
        originally valued at fair value on the date of issuance ($2,197,900 at November
        30, 2004). The Company estimated the fair value of the warrant by using the
        Black-Scholes valuation model with the following assumptions: dividend yield
        of
        0%; expected volatility of 198%; risk free interest rate of 4.88%; and the
        contractual life of the warrant. At September 30, 2005, the Company marked
        to
        market the warrant and option liability and took a remeasurement charge of
        $(1,812,800). The Company estimated the fair value of the warrant
        by using
        the Black-Scholes valuation model with the following assumptions: dividend
        yield
        of 0%; expected volatility of 220%; risk free interest rate of 4.88%; and
        the
        contractual life of the warrant. On September 30, 2005 and December 31, 2004,
        the Company’s stock was trading at $1.10 and $0.45 per share, respectively. The
        long-term deferred financing cost is being amortized to expense over three
        years, the term of the financing arrangements.
 
 Each
        of
        the Notes matures on November 30, 2007 (the “Maturity Date”). The principal
        amount of each of the Notes bears interest at the prime rate plus two percent
        with a minimum rate of 6.75%. The minimum monthly payment on the Term Note
        is
        $60,606, plus the monthly interest payment, and may be paid in cash, common
        stock or a combination thereof, dependent upon the occurrence of certain
        criteria. Prior to March 2005, the Company was only obligated to pay interest
        on
        this indebtedness, which is payable from November 30, 2004. Laurus has the
        option to convert the entire amount of the obligations with respect to each
        of
        the Notes into shares of common stock at a conversion price of $1.70 per
        share,
        provided that, subject to certain exceptions, such conversion does not result
        in
        Laurus beneficially owning more than 4.99% of the Company’s outstanding shares
        of common stock.
  In
        connection with the Laurus Financing the Company issued a $350,000 convertible
        note payable and a five-year warrant to purchase up to 674,452 shares of
        common
        stock at a price of $1.70 per share to Burnham Securities, Inc. (“Burnham”) and
        a Burnham employee as consideration for services rendered. Principal and
        interest on the $350,000 owed to Burnham and its employee is convertible
        into
        common stock at the option of the noteholders at a fixed conversion price
        of
        $1.70 per share.
  In
        accordance with EITF 00-19 “Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company’s Own Stock,” the warrants
        were classified as a short-term liability (with a corresponding entry to
        long-term deferred financing costs) and were originally valued at fair value
        on
        the date of issuance ($508,900 at November 30, 2004). The Company estimated
        the
        fair value of the warrants using the Black-Scholes valuation model with the
        following assumptions: dividend yield of 0%; expected volatility of 198%;
        risk
        free interest rate of 4.88%; and the contractual life of the warrants. On
        March
        2, 2005, the Company marked-to-market the warrant and option liability and
        took
        a remeasurement charge of $326,200. The Company estimated the fair value
        of the
        warrant using the Black-Scholes valuation model with the following assumptions:
        dividend yield of 0%; expected volatility of 190%; risk free interest rate
        of
        4.88%; and the contractual life of the warrant. On March 2, 2005, Burnham
        exercised the warrant in a cashless transaction whereby the Company issued
        377,693 shares of its common stock valued at $1,650,100. The Company recorded
        the transaction by reducing its warrant and option liability by $1,650,100
        and
        recording equity accordingly. The long-term deferred financing cost is being
        amortized to expense over three years, the term of the financing
        arrangement.
  As
        of
        September 30, 2005 and December 31, 2004, the Company had incurred indebtedness
        in the amount of $5,062,800 and $3,000,000, respectively, under the Laurus
        Financing.
  On
        April
        26, 2005, the Company and Laurus entered into an Amendment and Waiver (the
        “Amendment and Waiver”) in connection with the Registration Rights Agreement
        incorporated into the Form 10-KSB filed by the Company on June 17, 2005 as
        Exhibit 10.21 (the “Registration Rights Agreement”). A copy of the Amendment and
        Waiver was incorporated into the Form 10-KSB filed by the Company on June
        17,
        2005 as Exhibit 10.31.
 
 The
        Registration Rights Agreement called for the Company to cause a registration
        statement covering certain securities held by Laurus (the Registration
        Statement”) to be declared effective by the Commission within 120 days of the
        execution of the Registration Rights Agreement. The Company was unable to
        cause
        the Registration Statement to be declared effective within this time frame
        and
        as a result became obligated to pay Laurus certain liquidated damages (the
        “Liquidated Damages”) pursuant to the terms of the Registration Rights
        Agreement.
 10
 Pursuant
        to the Amendment and Waiver, the Company issued to Laurus a seven-year warrant
        to purchase up to 100,000 shares of the Company’s common stock at an exercise
        price of $2.30 per share (the “Warrant”). Pursuant to the Amendment and Waiver,
        the Company agreed to register the shares issuable upon the exercise of the
        Warrant within six months of the date of issuance. In issuing the Warrant,
        the
        Company relied upon the exemptions from registration provided by Section
        4(2) of
        the Securities Act and Rule 506 of Regulation D thereunder, as Laurus is
        an
“accredited investor” as defined in Rule 501(a) of Regulation D.
 
 In
        accordance with EITF 00-19 “Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company’s Own Stock,” the option to
        purchase up to 100,000 shares of common stock have been classified as short-term
        liabilities (with a corresponding entry to long-term deferred financing costs)
        and were originally valued at fair value on the date of issuance ($108,700
        at
        April 12, 2005). The Company estimated the fair value of the warrant by using
        the Black-Scholes valuation model with the following assumptions: dividend
        yield
        of 0%; expected volatility of 199%; risk free interest rate of 4.88%; and
        the
        contractual life of the warrant. At September 30, 2005, the Company marked
        to
        market the warrant and option liability and took a remeasurement charge of
        $(64,500). The Company estimated the fair value of the warrant by
        using the
        Black-Scholes valuation model with the following assumptions: dividend yield
        of
        0%; expected volatility of 220%; risk free interest rate of 4.88%; and the
        contractual life of the warrant. On September 30, 2005 and December 31, 2004,
        the Company’s stock was trading at $1.10 and $0.45 per share, respectively. The
        long-term deferred financing cost is being amortized to expense over three
        years, the term of the financing arrangements.
 
 The
        Company was unable to cause the Registration Statement to be declared effective
        prior to the New Effectiveness Date and as a result was in breach of the
        Registration Rights Agreement, as amended, and became obligated to pay Laurus
        additional liquidated damages. On August 3, 2005, the Company was notified
        that
        the Commission had declared the Registration Statement effective. As a result,
        the Company is no longer in breach of the Registration Rights
        Agreement.
  On
        July
        29, 2005, the Company entered into a Second Amendment to Loan Documents and
        an
        Over-advance Side Letter with Laurus (collectively, the “July 29 th Amendment Documents”) pursuant to which, among other things, Laurus agreed to
        make an additional revolving credit line in the aggregate principal of $669,000
        available to the Company until January 31, 2006. In addition, the July
        29 th Amendment Documents (a) postponed certain repayments by the Company of principal
        and interest on the Laurus indebtedness and (b) amended certain terms relating
        to repayment by the Company of its obligations to Laurus in common stock.
        As
        consideration for the transactions contemplated by the July 29 th Amendment Documents, the Company agreed to issue to Laurus a seven year warrant
        to purchase 500,000 shares of the Company’s common stock at an exercise price of
        $0.01 per share. The Company has agreed to register the shares issuable upon
        the
        exercise of this warrant within 6 months from the closing of the July
        29 th Amendment Documents.
  In
        accordance with EITF 00-19 “Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company’s Own Stock,” the option to
        purchase up to 500,000 shares of common stock have been classified as short-term
        liabilities (with a corresponding entry to warrant expense on the Statement
        of
        Operations) and were originally valued at fair value on the date of issuance
        ($449,800 at July 28, 2005). The Company estimated the fair value of the
        warrant
        by using the Black-Scholes valuation model with the following assumptions:
        dividend yield of 0%; expected volatility of 202%; risk free interest rate
        of
        4.88%; and the contractual life of the warrant. At September 30, 2005, the
        Company marked to market the warrant and option liability and took a
        remeasurement charge of $(224,900). The Company estimated the fair
        value of
        the warrant by using the Black-Scholes valuation model with the following
        assumptions: dividend yield of 0%; expected volatility of 220%; risk free
        interest rate of 4.88%; and the contractual life of the warrant. On September
        30, 2005 and December 31, 2004, the Company’s stock was trading at $1.10 and
        $0.45 per share, respectively.
 
 Additional
        $950,000 Indebtedness
 
 Concurrently
        with the Laurus Financing, in November of 2004, the Company incurred
        indebtedness to certain shareholders and financial advisors in the aggregate
        amount of $950,000 at 6.75% interest. Of this indebtedness, $200,000 represents
        an additional debt investment by existing shareholders, $250,000 is owed
        to
        Frances R. Campbell in connection with the acquisition of the operating assets
        of Southwest Century Communications, Inc. and $350,000 is owed to Burnham
        Securities, Inc. (“Burnham”) and a Burnham employee as consideration for
        services rendered in connection with the Laurus Financing. Interest on the
        $250,000 owed to Frances R. Campbell is payable monthly beginning in December
        2004. Interest on the remainder of the indebtedness accrues monthly and is
        payable on the due date of November 30, 2007. Principal and interest on the
        $350,000 owed to Burnham and its employee is convertible into common stock
        at
        the option of the noteholders at a fixed conversion price of $1.70 per share.
        None of the remaining 6.75% notes are convertible.
 
 The
        Company was indebted to a stockholder pursuant to a $162,500 promissory note
        due
        in January 2005 with an interest rate of 6% per annum. In connection with
        the
        Laurus Financing, $37,500 of the principal balance due under the note was
        exchanged for a 6.75% promissory note in the principal amount of $25,000,
        with
        interest accruing monthly and payable on November 30, 2007. Also in connection
        with the Laurus Financing, the interest rate on the $125,000 remaining principal
        balance was raised to 6.75% per annum and the maturity date was extended
        to
        November 30, 2007, with interest accruing monthly and payable on November
        30,
        2007.
  In
        the
        first quarter of 2004, the Company's largest supplier increased the Company's
        line of credit to $500,000. This supplier has a second lien on all of the
        Company's assets.
 
 Lines
        of
        Credit
 
 In
        February 2003, the Company entered into a one-year accounts receivable financing
        facility with Pacific Business Funding, a division of Cupertino National
        Bank,
        which is part of Greater Bay Bancorp, to replace its facility with Comerica.
        The
        Agreement with Greater Bay Bancorp provided, among its terms, a $1,000,000
        financing facility with a borrowing formula of 80% of eligible receivables,
        collateralized with a first lien on all assets. The finance fees on this
        Greater
        Bay Bancorp facility are 1.5% per month (18% annual rate) on average daily
        cash
        balances with an additional administrative fee and an annual commitment fee.
        There were no financial covenants under this facility. On October 10, 2003,
        the
        maximum commitment under this financing facility was increased to $1,500,000.
        In
        connection with this increase, the Company executed a warrant agreement with
        Pacific Business Funding for 27,778 shares of the Company's common stock
        at an
        exercise price of $0.90 per share and an expiration date of October 14, 2013.
        The warrant also provides Pacific Business Funding a $25,000 put in lieu
        of
        exercising the warrant. As the puttable warrant may require cash settlement,
        the
        Company has classified the instrument as a liability in accordance with SFAS
        No.
        150. The Company has in the accompanying consolidated statements of operations,
        under the caption remeasurement of warrant and option liability, recognized
        $(17,700) and $(79,200) in other (income) expenses for the warrant based
        on the
        estimated fair value of the warrant as of September 30, 2005 and 2004,
        respectively. The Company estimated the fair value of the warrant at September
        30, 2005 using the Black-Scholes valuation model with the following assumptions:
        dividend yield of 0%; expected volatility of 220%; risk free interest rate
        of
        4.88%; and the contractual life of the warrant.
 
 On
        November 20, 2003, Pacific Business Funding had advanced funds in the aggregate
        amount of $1,767,600 under the existing facility and continued to provide
        advances in December 2003 in excess of the $1,500,000 line. A second amendment
        to the factoring agreement was executed on January 2, 2004 and provided,
        among
        other items, an increase to a maximum commitment of $1,800,000 and extension
        of
        the facility through January 3, 2005. A third amendment to the factoring
        agreement was executed on September 2, 2004 and provided, among other items,
        an
        increase to a maximum commitment of $2,000,000, a reduction in the interest
        to
        1.25% per month (15% annual rate), and extension of the facility through
        January
        3, 2005. A new factoring agreement was executed effective October 1, 2004,
        and
        provided, among other items, an increase to a maximum commitment of $2,750,000,
        a reduction in the interest to 1.0% per month (12% annual rate), and extension
        of the facility through October 31, 2005.
 
 Upon
        the
        closing of the Laurus Financing, all amounts owed by the Company to Pacific
        Business Funding pursuant to the factoring arrangement were paid off, and
        the
        Pacific Business Funding line of credit was terminated (the “PBF
        Payoff”).
 11
 Debt
          Financing
 
 From
        1998
        through 2002, the Company acquired twelve vehicles for a total purchase price
        of
        $216,000 under capital lease arrangements with the vehicles as security.
        The
        loans bear interest at rates ranging from 0.9% to 9.7%.
 
 As
        of
        September 30, 2005, the annual maturities of the debt financing discussed
        above
        for years ending December 31, are as follows:
 
 Years
                  Ending December 31,2005
                  (three months)
              
              $
              3,337,2002006
              
              
              744,8002007
              
              
              2,236,900$
              6,318,900
  5.
          Commitments and Contingencies
 
 Operating
        Leases
 
 The
        Company leases certain offices under operating leases expiring on various
        dates
        through 2007. Total rent expense charged to operations, net of sublease income
        was $170,500 and $168,100 for the nine months ended September 30, 2005 and
        2004,
        respectively. As of September 30, 2005, the minimum future rental commitments
        under non-cancelable operating leases payable over the remaining terms of
        the
        operating leases are:
 
 Years
                  Ending December 31,2005 (three
                  months)
              
              $
              97,6002006
              
              
              155,8002007
              
              
              147,8002008
              
              
              66,0002009
              
              
              27,700$
              494,900
 
 Legal
        Matters
 
 On
        April
        18, 2005, the Company and ICF filed a Complaint for Rent and Damages based
        upon
        breach of contract and breach of covenant of good faith and fair dealing
        arising
        from unpaid utility costs accrued and due from their sub-tenant, Home Lending,
        Inc., a California Corporation. These unpaid costs arose from a Standard
        Industrial/Commercial Single-Tenant lease (Gross) entered into between ICF
        and
        Home Lending dated May 16, 2000 regarding premises located at 1700 West Burbank
        Blvd., Burbank, California. The Company and ICF allege that ICF’s sub-tenant
        under this sub-lease failed to tender payment of such utility costs when
        due and
        after written demand was made. The sum at issue is $25,134 plus reimbursement
        of
        the Company’s attorney’s fees and costs. The Company is not aware of any
        potential or actual claim against the Company or ICF or potential unfavorable
        exposure arising from this action.
 
 On
        or
        about April 8, 2005, Bowles & Verna, former counsel to ICF, filed an action
        seeking to recover prior attorney’s fees and costs in the amount of $28,731. A
        Service of the Complaint was effectuated on or about May 2, 2005. The fees
        and
        costs relate to services rendered by Bowles & Verna in the Bingham and
        Metropolitan Agency v. ICF matters. This matter was settled with Bowles &
        Verna under the terms of a settlement agreement dated July 15, 2005 whereby
        the
        Company agreed to pay the sum of $28,731 in monthly payments through December
        15, 2007.
 
 On
        August
        8, 2004, the Company, for the sum of $6,300, settled an action brought by
        the
        trustee in bankruptcy of E-time Capital to settle what the trustee claimed
        was a
        preferential distribution. The amount was a de minimus settlement and was
        in the
        Company’s best interest.
 
 On
        October 31, 2003, the Company filed a lawsuit in California bearing Case
        No. C03-02803 naming as defendants former employees of the Company
        and
        their related business entities. The Complaint contained causes of action
        for
        misappropriation of trade secrets, breach of contract and business torts.
        One
        group of defendants filed a Cross-Complaint against the Company and its Chief
        Operating Officer. The Company believes that there is no basis for the
        Cross-Complaint. A settlement was reached with the group of defendants that
        filed the Cross-Complaint. The settlement requires the Company’s insurer to pay
        the sum of $7,500 and the Company will pay $2,500 towards that defendants’ share
        of discovery referee fees. This group of defendants will be dismissed from
        the
        Complaint with prejudice and dismiss their Cross-Complaint with prejudice.
        Each
        party will bear their own attorney’s fees and costs. With respect to the
        remaining defendants, negotiations have been ongoing whereby a dismissal
        with
        prejudice for a waiver of attorney’s fees and costs may occur. This matter was
        fully settled as stated herein.
  On
        September 10, 2003, the Company filed a lawsuit in Contra Costa County Superior
        Court in California against several former employees of the Company, and
        their
        related business entities for misappropriation of trade secrets, breach of
        contract and various business torts. On July 1, 2004, the Company entered
        into a
        contingency fee agreement with its outside counsel that all fees in the Lincoln
        case after that date were to be recovered from the defendants. Any amounts
        recovered in excess of legal bills were to be divided equally between the
        Company and its outside counsel.
 
 On
        November 9, 2004, the Company and ICF entered into a Settlement Agreement,
        Mutual Release of All Claims and Covenant Not to Sue (the “Settlement
        Agreement”) with certain parties. The Settlement Agreement, among other things,
        called for a dismissal of the case, a mutual release of claims by the parties,
        a
        cash payment to the Company of $125,000 and the transfer to the Company of
        83,333 shares of common stock. Pursuant to the contingency fee agreement
        referenced above, this cash payment and an equal amount of shares of common
        stock has been transferred to the Company’s outside counsel.
 12
 6.
        Transactions With Related Parties
 
 During
        the three months ended June 30, 2005, five holders of our common stock,
        including our CEO, agreed to lend the Company a total of $250,000 ($50,000
        each)
        in exchange for 6.75% promissory notes, which mature on November 30, 2007.
        Of
        the $250,000, $200,000 was received in June 2005 and the remaining $50,000
        was
        received in July 2005. Each of these notes is convertible into common stock
        at
        the option of the noteholder at $1.70 per share.
 
 During
        the year ended December 31, 2004, certain Series A and B preferred shareholders
        lent ICF $187,600 at 24% interest per annum. Interest expense associated
        with
        these loans advanced from shareholders was accrued and aggregated $0 and
        $30,700
        for the nine months ended September 30, 2005 and 2004.
 
 In
        the
        fourth quarter of 2003, certain Series A and B preferred shareholders lent
        ICF
        $208,900 at 18% interest, convertible into common stock of the Company at
        $0.80
        per share of common stock, at the Noteholder's option. Interest is payable
        on
        the due date of January 2, 2005 with interest also convertible into common
        stock
        on the same basis as the principal. Interest expense associated with the
        above
        Loans from shareholders was accrued and aggregated during the nine months
        ended
        September 30, 2005 and 2004 in the amount of $0 and $21,200, respectively.
        The fair value of the Company’s common stock on the measurement date exceeded
        the conversion price applicable to the convertible notes; accordingly, the
        convertible notes were deemed to contain an imbedded beneficial conversion
        feature (“BCF”). The BCF was calculated to be approximately $730,000, however,
        the BCF is limited to the $208,900 net proceeds received upon issuance of
        the
        convertible debt. This $208,900 has been reflected as a discount against
        the
        carrying value of the convertible notes, which is being amortized as imputed
        interest expense on a straight-line basis over the remaining term of the
        convertible notes. At September 30, 2005 and December 31, 2004, the carrying
        value of the convertible notes amounted to $0 and $396,500, respectively.
        The
        amount of the BCF discount that was amortized during the nine months ended
        September 30, 2005 and 2004 amounted to $0 and $141,400, respectively.
 
 In
        December 2003, the COO was awarded 667 shares of Series B Convertible Redeemable
        Preferred Stock, valued at $6,000, as compensation. In December 2003, the
        Controller and Principal Accounting Officer was awarded 222 shares of Series
        B
        Convertible Redeemable Preferred Stock, valued at $2,000, as compensation.
 
 In
        March
        2003, the Company issued 210,000 shares of common stock, valued at $42,000,
        for
        services that the CEO rendered in connection with assistance in financial
        restructuring during the quarter ended June 30, 2003 and additional services
        to
        be provided over the next year. During the quarter ended June 30, 2003, the
        CEO
        received 75,000 shares of Series B Convertible Redeemable Preferred Stock,
        valued at $15,000, as compensation for services rendered in connection with
        the
        restructuring. In December 2003, the CEO was awarded 667 shares of Series
        B
        Convertible Redeemable Preferred Stock, valued at $6,000, as compensation.
        In
        September 2004, the CEO was awarded 38,444 shares of Series B Convertible
        Redeemable Preferred Stock, valued at $115,300, as compensation. In November
        2004, the CEO, COO and Principal Accounting Officer were awarded 222,219
        shares
        of Series B Convertible Redeemable Preferred Stock valued in the aggregate
        at
        $355,600 as compensation.
 
 In
        December 2002, subordinated related party notes in the principal amount of
        $250,000 were modified by which the interest rate on the remaining $250,000
        principal balance was reduced from 8% to 4%, and the due date on the notes
        were
        changed so that $25,000 became due by June 30, 2003 and the balance of $225,000
        became due on January 30, 2004. In March 2003, the Company paid down $25,000
        of
        the notes. In June 2003, 250,000 shares of Series B Convertible Redeemable
        Preferred Stock were issued in exchange for $62,500 of Related Party Note
        Payable. In December 2003, the balance of the Note in the principal amount
        of
        $162,500 was extended to January 2005 and the interest rate was raised to
        6% per
        annum effective January 1, 2004.
 
 The
        Company was indebted to a stockholder pursuant to a $162,500 promissory note
        due
        in January 2005 with an interest rate of 6% per annum. In connection with
        the
        Laurus Financing, $37,500 of the principal balance due under the note was
        exchanged for a 6.75% promissory note in the principal amount of $25,000,
        with
        interest accruing monthly and payable on November 30, 2007. Also in connection
        with the Laurus Financing, the interest rate on the $125,000 remaining principal
        balance was raised to 6.75% per annum and the maturity date was extended
        to
        November 30, 2007, with interest accruing monthly and payable on November
        30,
        2007.
  Conversion
        of Convertible Securities
 
 In
        connection with the Laurus Financing, the holders of the 18% and 24% convertible
        notes and of each of the outstanding shares of Series A and B Convertible
        Redeemable Preferred Stock described above signed irrevocable elections to
        convert their securities into common stock at the applicable conversion ratios.
        Effective June 27, 2005, the 18% and 24% convertibles notes and accrued interest
        were converted into 304,336 and 111,692 shares of common stock, respectively.
        Also as of June 27, 2005, each share of Series A and B Convertible Redeemable
        Preferred Stock, including accrued dividends, was converted into 1,358,751
        and
        4,004,765 shares of common stock, respectively.
  Concurrently
        with the Laurus Financing, in November of 2004, the Company incurred
        indebtedness to certain shareholders and financial advisors in the aggregate
        amount of $950,000 at 6.75% interest. Of this indebtedness, $200,000 represents
        an additional debt investment by existing shareholders, $250,000 is owed
        to
        Frances R. Campbell in connection with the acquisition of the operating assets
        of Southwest Century and $350,000 is owed to Burnham Securities, Inc.
        (“Burnham”) and a Burnham employee as consideration for services rendered in
        connection with the Laurus Financing. Interest on the $250,000 owed to Frances
        R. Campbell is payable monthly beginning in December 2004. Interest on the
        remainder of the indebtedness accrues monthly and is payable on the due date
        of
        November 30, 2007. Principal and interest on the $350,000 owed to Burnham
        and
        its employee is convertible into common stock at the option of the noteholders
        at a fixed conversion price of $1.70 per share. None of the remaining 6.75%
        notes are convertible.
  7.
        Convertible Redeemable Preferred Stock
 
 As
        of
        June 27, 2005, the Series A and B Convertible Redeemable Preferred Stock,
        including accrued dividends, was converted into 1,358,751 and 4,004,765
        shares of common stock, respectively.
  At
        September 30, 2005 and December 31, 2004, the carrying value of the Series
        A and
        Series B Convertible Redeemable Preferred Stock amounted to $0 and $0 and
        $165,200 and $830,200, respectively. During the nine months ended September
        30,
        2005 and 2004, the combined accretion of the BCF discount with respect to
        the
        Series A and Series B Convertible Redeemable Preferred Stock amounted to $0
        and $141,400, respectively.
 13
 In
        September 2004, the CEO was awarded 38,444 shares of Series B Convertible
        Redeemable Preferred Stock, valued at $115,300, as compensation. In November
        2004, the CEO, COO and Principal Accounting Officer were award 222,219 shares
        of
        Series B Convertible Redeemable Preferred Stock valued in the aggregate at
        $355,600 as compensation.
 
 In
        June
        2003, the Company raised $215,000 through a private placement of 1,075,000
        shares of Series B Convertible Redeemable Preferred Stock ("Series B") for
        $.20
        per share with various accredited investors. In addition, 250,000 shares
        of
        Series B Convertible Redeemable Preferred Stock were issued in exchange for
        $62,500 of Related Party Note Payable. In addition, the CEO received 75,000
        shares of Series B convertible redeemable preferred stock, valued at $15,000,
        as
        compensation for services rendered in connection with the restructuring.
        In
        September 2003, an additional 154,000 shares of Series B Convertible Redeemable
        Preferred Stock were issued, valued at $246,400 for reimbursement of expenses
        in
        the third quarter of 2003. As the deemed fair value of the 154,000 shares
        of
        Series B Convertible Redeemable Preferred Stock issued in September exceeded
        the
        expenses to be reimbursed, the Company recognized a non-cash charge of $215,600
        in connection with the stock issuance. In December 2003, the CEO was awarded
        667
        shares of Series B Convertible Redeemable Preferred Stock, valued at $6,000,
        as
        compensation. In December 2003, the COO was awarded 667 shares of Series
        B
        Convertible Redeemable Preferred Stock, valued at $6,000, as compensation.
        In
        December 2003, the Controller and Principal Accounting Officer was awarded
        222
        shares of Series B Convertible Redeemable Preferred Stock, valued at $2,000,
        as
        compensation.
 
 In
        March
        2003, the Company raised $312,500 through a private placement of 1,092,657
        shares of Series A Convertible Redeemable Preferred stock ("Series A") for
        $.286
        per share with various accredited investors (the "Investors"). In March and
        June
        2003, an additional 55,944 and 56,615 shares of Series A Convertible Redeemable
        Preferred Stock were issued, valued at $16,000 and $34,000, respectively,
        for
        services rendered and reimbursement for expenses in the first and second
        quarter
        of 2003. With respect to the 56,615 shares issued in June 2003, as the deemed
        fair value of the shares issued exceeded the expenses to be reimbursed, the
        Company recognized a noncash charge of $17,800 in connection with the stock
        issuance.
 
 The
        Series A and Series B Convertible Redeemable Preferred Stock provides for
        two
        years of guaranteed dividends at a rate of 5% per annum; accordingly, the
        Company allocated approximately $64,900 of the net proceeds from the offering
        of
        the preferred stock to accrued dividends payable, which represents the present
        value of the two-year dividends (discounted at 6%). This dividend is being
        accreted as a preferred dividend on a straight-line basis (which approximates
        the effective interest method) over the two-year guaranteed dividend period.
        During the nine months ended September 30, 2005 and 2004, the combined accretion
        of the guaranteed dividends with respect to the Series A and Series B
        Convertible Redeemable Preferred Stock amounted to $0 and $1,700, respectively.
 
 The
        Series A and Series B Convertible Redeemable Preferred Stock include common
        stock conversion features whereby, on the measurement date (which approximates
        the issuance date), the fair value of the Company’s common stock on an as-if
        converted basis exceeded the amount of the net proceeds received from the
        offering; accordingly, the Series A and Series B Convertible Redeemable
        Preferred Stock were deemed to contain an imbedded beneficial conversion
        feature
        (“BCF”). The BCF with respect to the Series A Convertible Redeemable Preferred
        Stock was calculated to be approximately $390,000 and the BCF with respect
        to
        the Series B Convertible Preferred Stock was calculated to be approximately
        $1.4
        million. However, the amount of the BCF to be recognized is limited to the
        net
        proceeds received from the offerings, which, with respect to the Series A
        Convertible Redeemable Preferred Stock amounted to $298,400 and with respect
        to
        the Series B Convertible Redeemable Preferred Stock amounted to $266,800
        (for an
        aggregate BCF of $565,200). The $298,400 and $266,800 have been reflected
        as a
        discount against the carrying value of the Series A and Series B Convertible
        Redeemable Preferred Stock, respectively, and this discount is being accreted
        as
        a preferred dividend on a straight-line basis over the remaining term
        (redemption date) of the preferred stock.
 
 The
        rights, preferences and privileges of the Series A and B Preferred stockholders
        are as follows:
  Series
                  A
              
              Series
                  BTerm
              
              TermThe
                  Series A Convertible Redeemable Preferred Stock has a term of five
                  years
                  from the date of issuance. Mandatorily redeemable in March 2008.
              
              The
                  Series B Convertible Redeemable Preferred Stock has a term of four
                  years
                  and nine months from the date of issuance. Mandatorily redeemable
                  in March
                  2008.Dividends
              
              DividendsThe
                  holders of Series A Convertible Redeemable Preferred Stock are
                  entitled to
                  receive a 5% cumulative dividend, payable in stock. The Series
                  A Preferred
                  stockholders are entitled to receive a minimum of two-year dividends
                  regardless if they are forced to convert or voluntarily convert.
              
              The
                  holders of Series B Convertible Redeemable Preferred Stock are
                  entitled to
                  receive a 5% cumulative dividend, payable in stock. The Series
                  B Preferred
                  stockholders are entitled to receive a minimum of two-year dividends
                  regardless if they are forced to convert or voluntarily convert.Liquidation
                  Preference
              
              Liquidation
                  PreferenceIn
                  the event the Company is liquidated or sold, the Series A Preferred
                  stockholders will be entitled to receive the par value of their
                  shares
                  plus any accumulated dividends prior to any distribution to the
                  holders of
                  common stock. Pari passu with Series B.
              
              In
                  the event the Company is liquidated or sold, the Series B Preferred
                  stockholders will be entitled to receive the par value of their
                  shares
                  plus any accumulated dividends prior to any distribution to the
                  holders of
                  common stock. Pari passu with Series A.Voting
                  Rights
              
              Voting
                  RightsEach
                  share of Series A Convertible Redeemable Preferred Stock shall
                  have the
                  equivalent voting rights of 20 shares of common stock.
              
              Each
                  share of Series B Convertible Redeemable Preferred Stock shall
                  have the
                  equivalent voting rights of 20 shares of common stock.Conversion
              
              ConversionThe
                  Series A Preferred stockholders have the right, at any time, to
                  convert
                  their shares into common stock.  Each share of Series A
                  Convertible
                  Redeemable Preferred Stock is convertible into 10 shares of common
                  stock.
              
              The
                  Series B Preferred stockholders have the right, at any time, to
                  convert
                  their shares into common stock. Each share of Series B Convertible
                  Redeemable Preferred Stock is convertible into 20 shares of common
                  stock.Redemption
              
              RedemptionThe
                  Series A Convertible Redeemable Preferred Stock becomes due and
                  payable on
                  March 20, 2008.  After a two-year period, the Company has
                  the right,
                  at any time, without penalty, to redeem the Series A Convertible
                  Redeemable Preferred Stock.  If the Company exercises its
                  right, the
                  Series A Preferred stockholders will have 10 business days to make
                  a
                  decision to either convert their Series A Convertible Redeemable
                  Preferred
                  Stock into common stock or have their shares redeemed.
              
              The
                  Series B Convertible Redeemable Preferred Stock becomes due and
                  payable on
                  March 20, 2008. After a two-year period, the Company has the right,
                  at any
                  time, without penalty, to redeem the Series B Convertible Redeemable
                  Preferred Stock. If the Company exercises its right, the Series
                  B
                  Preferred stockholders will have 10 business days to make a decision
                  to
                  either convert their Series B Convertible Redeemable Preferred
                  Stock into
                  common stock or have their shares redeemed.
  14
  Conversion
        of Convertible Securities
 
 Prior
        to
        the Laurus Financing, in March and June 2003, the Company had made private
        placements of shares of Series A Convertible Redeemable Preferred Stock with
        various accredited investors. Between June 2003 and September 2003 the Company
        had also made private placements of certain shares of Series B Convertible
        Redeemable Preferred Stock with various accredited investors.
  Each
        share of Series A Convertible Redeemable Preferred Stock, including accrued
        dividends of which there were approximately 1,328,751 shares outstanding,
        was
        convertible into 10 shares of common stock and each share of Series B
        Convertible Redeemable Preferred Stock, including accrued dividends of which
        there were approximately 2,002,382 shares outstanding, was convertible into
        20
        shares of common stock. In addition, in connection with the Laurus Financing,
        the holders of such securities agreed with Laurus not to sell the shares
        of
        common stock issued upon the conversion of such securities for a period of
        one
        year, and not to sell any additional shares of common stock held by the holders
        of such securities which were not issued upon the conversion of such securities
        for a period of six months, without Laurus’ consent.
 
 At
        March
        31, 2005, the Company’s authorized common stock was inadequate to accommodate
        the conversions described above. On March 28, 2005, the Board of Director’s
        authorized the 10-for-1 reverse stock split. Effective June 27, 2005, the
        Company completed the ten-for-one reverse stock split. The accompanying
        consolidated financial statements have been adjusted to give retroactive
        effect
        to the reverse stock split for all periods presented. As of June 30, 2005,
        the
        Series A and B Convertible Redeemable Preferred Stock, including accrued
        dividends converted into 1,328,751 and 4,004,765 shares of common stock,
        respectively.
 
 8.
        Shareholders’ Common Stock Equity
 
 During
        the nine months ended September 30, 2005, the Company issued 187,708 shares
        of
        common stock in exchange for services valued at $292,900.
 
 As
        of
        June 27, 2005, each share of Series A and B Convertible Redeemable Preferred
        Stock, including accrued dividends, was converted into 1,328,751 and 4,004,765
        shares of common stock, respectively.
  In
        December 2003, four employees received a stock award of, in total, 5,000
        shares
        of common stock valued at $22,500. 2,500 of these shares vested in December
        2003
        and the remaining 2,500 shares vested in December 2004.
  In
        March
        2003, the Company issued 210,000 shares of common stock for services to the
        Chairman, President and CEO of the Company, and 735,000 shares of common
        stock
        to a financial advisor for services rendered in connection with assistance
        in
        financial restructuring provided in the quarter ended September 30, 2003
        and
        additional services to be provided over the next year. These shares have
        certain
        service milestones that provide for a clawback of shares if services are
        terminated. Of these shares, 70,875 vested immediately with a remaining balance
        of 212,625, of which 50% vested on October 1, 2003 and 50% vested on March
        31,
        2004, respectively. The 283,500 shares were valued at $0.20 per share, or
        $56,700.
 
 9.
         Concentration of Credit Risk
 
 Financial
        instruments, which potentially subject the 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.
 
 The
        Company’s accounts receivable are principally derived from one industry and
        three customers, which represents a substantial risk.
 
 In
        the
        first nine months of 2005, revenues from the Company's two largest customers
        accounted for approximately 40% and 13%, respectively, of total revenues.
        Accounts receivable balances at September 30, 2005 from these two customers
        represented approximately 42% and 16%, respectively, of net accounts
        receivable. In the first nine months of 2004, revenues from the Company's
        two
        largest customers accounted for approximately 65%, and 15%, respectively,
        of
        total revenues.
 
 No
        other
        customer accounted for more than 10% of total revenue in the nine months
        ended
        September 30, 2005 and 2004, respectively.
 
 The
        concentrations of revenues and related receivables as of and for the nine
        months
        ended September 30, 2005 as described above expose the Company to a relatively
        greater degree of risk of loss than would be the case with greater customer
        diversification.
 15
  Item
        2. Management Discussion and Analysis of Financial Condition and Results
        of
        Operations
 
 This
        report contains certain statements of a forward-looking nature relating to
        future performance of the Company. Prospective investors are cautioned that
        such
        statements are only predictions, and actual events or results may differ
        materially.
 
 Overview
 
 Effective
        June 27, 2005, we (a) changed our name from COMC, Inc. to ICF Corporation
        (the
“Name Change”) and (b) effected a reverse split of our outstanding common stock
        by a ratio of one-for-ten (the “Reverse Split”). Each of these transactions was
        approved by a majority of stockholders. We effected the Name Change in order
        to
        identify the Company more closely with its wholly-owned operating subsidiary,
        ICF Communication Solutions, Inc. (“ICF”) and to capitalize on associated
        name-recognition and goodwill. We effected the Reverse Split in order to
        allow
        for the conversion of certain of our convertible securities. Also effective
        June
        27, 2005, each share of the Company’s outstanding Convertible Redeemable Series
        A and Series B preferred stock plus accrued dividends and the 18% and 24%
        convertible notes payable plus accrued interest were converted into common
        stock
        at the applicable conversion ratios.
 
 The
        Company is a technology service company in the telecommunications industry
        with
        a regional service coverage area. We design, implement, and support 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.
 
 While
        we
        do not design or take the research and development risk borne by the
        manufacturers of the equipment we service, we continue to invest in the latest
        training and certification for the networks we support. Specifically for
        data,
        we support products designed by Cisco Systems, Inc., Avaya, Inc., Bay Networks
        (a division of NorTel Networks) and 3Com. For voice products, we support
        products designed by Avaya, Inc. and NorTel Networks Inc.
 
 Recent
        Events
  The
        Company had an operating loss in the first nine months of 2005 and incurred
        operating and net losses in 2004 and 2003, and has a capital deficiency at
        December 31, 2004 and September 30, 2005. The Company has limited additional
        financing available under its current accounts receivable financing facility
        in
        order to fund any additional cash required for its operations or otherwise.
        These matters raise substantial doubt about the Company’s ability to continue as
        a going concern. Management has taken steps during 2004 to improve the
        situation, including replacing a $2.75 million accounts receivable financing
        facility from Pacific Business Funding, a division of Greater Bay Bancorp,
        with
        a $5.5 million convertible note financing arrangement with Laurus Master
        Fund,
        Ltd., acquiring substantially all of the operating assets of Southwest Century
        Communications, Inc., a Houston, Texas based data and voice service provider,
        making further cuts in overhead costs, downsizing the Company’s Houston
        operations, and making changes in the Company’s management. During the first
        nine months of 2005 management continued to take steps to improve the situation
        by monitoring and reducing technical, administrative and sales personnel
        and
        other costs wherever possible and appropriate based on the Company’s current and
        anticipated sales volume.
 
 Any
        temporary lack of available financing could have a materially unfavorable
        effect
        on the Company’s financial position.
 
 Critical
        Accounting Policies:
 
 The
        preparation of financial statements and related disclosures in conformity
        with
        accounting principles generally accepted in the United States of America
        requires management to make judgments, assumptions and estimates that affect
        the
        amounts reported in the condensed consolidated financial statements and
        accompanying notes. The summary of significant accounting policies appears
        in
        Note 1 to the condensed consolidated financial statements and describes the
        significant accounting polices and methods used in the preparation of the
        condensed consolidated financial statements. Estimates are used for, but
        are not
        limited to, revenue recognition, the allowance for doubtful accounts, and
        deferred tax assets. Actual results could differ materially from these
        estimates. The following critical accounting policies are impacted significantly
        by judgments, assumptions and estimates used in the preparation of the condensed
        consolidated financial statements.
 16
  Revenue
        recognition. The Company derives a significant portion of its revenue from
        short
        and 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 the percentage-of-completion, using the cost incurred
        to the estimated cost at completion. If the Company does not
        accurately estimate the resources required or the scope of work to
        be
        performed, or does not manage its projects properly under the contracts,
        then
        future margins may be significantly and negatively affected or losses on
        existing contracts may need to be recognized. Any such resulting reductions
        in
        margins or contract losses could be material to the Company's results of
        operations.
 
 Allowance
        for doubtful accounts. We perform ongoing credit evaluations of our customers
        and adjust credit limits based upon payment history and the customer’s current
        credit worthiness, as determined by our review of their current credit
        information. We continuously monitor collections and payments from our customers
        and maintain a provision for estimated credit losses based upon our historical
        experience and any specific customer collection issues that we have identified.
        While such credit losses have historically been within our expectations and
        the
        provisions established, we cannot guarantee that we will continue to experience
        the same credit loss rates that we have in the past.
 
 Since
        our
        revenues and accounts receivable are concentrated in Bank of America
        and Wells Fargo, a significant change in the liquidity or financial
        position of these customers could have a material adverse impact on the
        collectability of our accounts receivables and our future operating results.
        A
        loss of any of these customers could have a material effect on our business.
        From time to time we may experience delays in the collection of our accounts
        receivable from our major customers, which could result in a cash flow problem
        and effect the viability of the business.
 
 Deferred
        tax assets. We evaluate our deferred tax assets for potential recoverability.
        We
        have established a valuation allowance on our deferred tax asset to the extent
        that we determine that it is more likely than not that some portion or all
        of
        the deferred tax asset will not be realized. The ultimate realization of
        the
        deferred tax asset is dependent upon the generation of future taxable
        income.
 
 Revenues
        were $3,403,000 and $2,878,200 for the three months ended September 30, 2005
        and
        2004, respectively, representing an increase of 18.2%. This increase was
        primarily due to an increase in orders from the Company’s two largest customers
        and an increase in business from new customers resulting from the acquisition
        of
        the assets of Southwest Century Communications, Inc.
 
 Our
        revenues were $9,648,200 and $9,559,900 for the nine months ended September
        30,
        2005 and 2004, respectively, representing an increase of 9.2%. This increase
        was
        primarily due to an increase in orders from the Company’s two largest customers
        and an increase in business from new customers resulting from the acquisition
        of
        the assets of Southwest Century Communications, Inc.
 
 Cost
        of
        revenues was $2,303,900 and $1,926,400 for the three months ended September
        30,
        2005 and 2004 respectively, representing an increase of 19.6%. Our gross
        profit
        for the comparable periods was $1,099,100 and $951,800, respectively,
        representing an increase of 15.5%. The gross profit margin for the three
        months
        ended September 30, 2005 was 32.3% as compared to a gross profit margin of
        33.1%
        for the three months ended September 30. 2004. This is due to a number of
        projects that had higher than anticipated costs associated with the projects
        in
        addition to some projects where the subcontract costs were higher than
        anticipated.
 
 Cost
        of
        revenues was $6,330,500 and $5,842,800 for the nine months ended September
        30,
        2005 and 2004 respectively, representing an increase of 8.3%. Our gross profit
        for the comparable periods was $3,317,700 and $3,717,100, respectively,
        representing a decrease of 10.7%. The decrease in margin was mainly due to
        a
        number of projects that had higher than anticipated costs associated with
        the
        projects in addition to some projects where the subcontract costs were higher
        than anticipated.
 
 Selling,
        general and administrative ("SG&A") expenses increased 15.0% to $1,675,300
        for the three months ended September 30, 2005 from $1,456,200 for the three
        months ended September 30, 2004. The increase in year over year comparable
        quarters was due to increased sales personnel hired by the Company. Also
        included in our SG&A expenses are our holding company expenses, which
        increased by $212,700 to $285,500 for the three months ended September 30,
        2005
        from $72,800 for the three months ended September 30, 2004. The increase
        in year
        over year comparable quarters was due to increased borrowings at the holding
        company instead of at the operating company level.
 
 Selling,
        general and administrative ("SG&A") expenses increased 25.4% to $5,200,400
        for the nine months ended September 30, 2005 from $4,145,500 for the nine
        months
        ended September 30, 2004. The increase in year over year comparable quarters
        was
        due to increased sales personnel hired by the Company. Also included in our
        SG&A expenses are our holding company expenses, which increased by $285,500
        to $726,800 for the nine months ended September 30, 2005 from $441,300 for
        the
        nine months ended September 30, 2004. The increase in year over year quarters
        was due to increased borrowings at the holding company instead of at the
        operating company level, increased costs for shareholder communications,
        and
        increased use of outside consultants.
 17
 Depreciation
        and amortization expenses were $41,000 and $60,400 for the three months ended
        September 30, 2005 and 2004, respectively. This decrease was due to minimal
        purchases of field service and office equipment. We expect that depreciation
        will continue to decrease in dollar terms as a result of a reduction in
        investments in capital equipment required to support the business.
 
 Depreciation
        and amortization expenses were $150,300 and $181,100 for the nine months
        ended
        September 30, 2005 and 2004, respectively. This decrease was due to minimal
        purchases of field service and office equipment. We expect that depreciation
        will continue to decrease in dollar terms as a result of a reduction in
        investments in capital equipment required to support the business.
  Other
        income (expense) consists of interest expense, remeasurement expense on warrants
        and options, settlement gain, and other. These items are discussed
        below:
 
 Interest
        expense:
 Aggregate
        interest expense decreased for the three months ended September 30, 2005
        to
        $125,500 from $128,000 for the three months ended September 30, 2004. Interest
        expense for our bank borrowings and capital lease financing increased to
        $109,000 in the three months ended September 30, 2005 from $103,400 in the
        three
        months ended September 30, 2004 due to increased utilization on our line
        of
        credit borrowings. Interest expense-related party decreased to $16,500 in
        the
        three months ended September 30, 2005 from $24,600 in the three months ended
        September 30, 2004 due to conversion of the 18% and 24% convertible notes
        payable plus accrued interest into shares of the Company’s common stock. During
        the three months ended September 30, 2005 and 2004, we also recognized noncash
        charges of $0 and $47,500, respectively, resulting from the imputed beneficial
        conversion discount relating to certain shareholder loans and accreted dividends
        on Series A and B Redeemable Convertible Preferred Stock.
 
 Aggregate
        interest expense decreased for the nine months ended September 30, 2005 to
        $319,200 from $341,200 for the nine months ended September 30, 2004. Interest
        expense for our bank borrowings and capital lease financing decreased to
        $278,900 in the nine months ended September 30, 2005 from $282,000 in the
        nine
        months ended September 30, 2004 due to decreased utilization on our line
        of
        credit borrowings. Interest expense -related party decreased to $40,300 in
        the
        nine months ended September 30, 2005 from $59,200 in the nine months ended
        September 30, 2004 due to the conversion of the 18% and 24% convertible notes
        payable plus accrued interest into shares of the Company’s common stock. During
        the nine months ended September 30, 2005 and 2004, we also recognized noncash
        charges of $0 and $143,100, respectively, resulting from the imputed beneficial
        conversion discount relating to certain shareholder loans and accreted dividends
        on Series A and B Redeemable Convertible Preferred Stock.
  Warrant
          expense:
 The
          Company recorded $449,700 of warrant expense associated with the seven
          year
          warrant to purchase 500,000 shares of the Company’s common stock at an exercise
          price of $0.01 per share issued to Laurus on July 28, 2005.
 
 Amortization
        of deferred financing charges:
 Noncash
        long-term deferred financing charges were $244,100 and $0 for the three months
        ended September 30, 2005 and 2004, respectively. Noncash long-term deferred
        financing charges were $685,700 and $0 for the nine months ended September
        30,
        2005 and 2004, respectively.
 
 Remeasurement
        expense on warrants and options:
 During
        the three months ended September 30, 2005 we booked other income in the amount
        of $2,119,900 related to the remeasurement of the fair value of the warrant
        and
        option liability. The Company estimated the fair value of the warrants and
        options using the Black-Scholes valuation model with the following assumptions:
        dividend yield of 0%; expected volatility of 220%; risk free interest rate
        of
        4.88%; and the contractual life of the warrants and options.
 
 During
        the nine months ended September 30, 2005 we booked other income in the amount
        of
        $4,339,200 related to the remeasurement of the fair value of the warrant
        and
        option liability. The Company estimated the fair value of the warrants and
        options using the Black-Scholes valuation model with the following assumptions:
        dividend yield of 0%; expected volatility of 220%; risk free interest rate
        of
        4.88%; and the contractual life of the warrants and options.
 
 On
        December 31, 2004 (our fiscal year end), March 31, 2005, June 30, 2005 and
        September 30, 2005, the Company’s stock was trading at $2.00, $2.00, $1.10 and
        $0.45 per share, respectively.
 
 During
        the three months ended September 30, 2005 and 2004, the Company provided
        a 100%
        valuation allowance in our deferred tax assets as we are unable to conclude
        that
        it is more likely than not that such deferred tax assets will be realized. 
        During the nine months ended September 30, 2005 and 2004, the Company provided
        a
        100% valuation allowance in our deferred tax assets as we are unable to conclude
        that it is more likely than not that such deferred tax assets will be
        realized.
 
 During
        the nine-month period ended September 30, 2005 and 2004, we accrued no state
        tax
        provision. We have a tax loss carryforward from prior years and, accordingly,
        did not recorded a federal tax provision for the three months or the nine
        months
        ended September 30, 2005 as our pre-tax profit fully utilized the carryforward
        loss. In the three-month and nine-month period ended September 30, 2004,
        we
        incurred an operating loss and, accordingly, there was no federal
        provision.
 18
 We
        had a
        loss from operations of $617,200 for the three months ended September 30,
        2005
        compared to a loss from operations of $564,800 for the three months ended
        September 30, 2004. We had a loss from operations of $2,033,000 for the nine
        months ended September 30, 2005 compared to a loss from operations of $609,500
        for the nine months ended September 30, 2004.
 
 Net
        income attributable to common shareholders was $683,400 or $0.08 per share
        for
        the three-month period ended September 30, 2005. This compares to a net loss
        attributable to common shareholders of $(776,700) or $(0.29) per share, after
        providing for a preferred stock dividend accrual of $42,000 for the three-month
        period ended September 30, 2004.
 
 Net
        income attributable to common shareholders was $852,100 or $0.17 per share
        for
        the nine-month period ended September 30, 2005. This compares to a net loss
        attributable to common shareholders of $(1,126,700) or $(0.42) per share,
        after
        providing for a preferred stock dividend accrual of $110,500 for the three-month
        period ended September 30, 2004.
 
 Liquidity
        and Capital Resources
 
 Cash
        and
        cash equivalents decreased to $42,000 at September 30, 2005 compared to $287,400
        at December 31, 2004. The decrease was mainly attributable to increased working
        capital requirements to fund operating activities.
 
 Cash
        Flows From Operating Activities. For the nine months ended September 30,
        2005,
        cash used by operating activities was $2,524,900, which resulted primarily
        from
        our operating net loss for the first nine months of $617,200 resulting from
        a
        decrease in operating assets of $1,029,600, and an increase in liabilities
        of
        $314,800.
 
 Accounts
        receivable and work in process unbilled increased by $1,026,100 due to decreased
        collections and increased billings. Net increase in payables and accruals
        amounted to $484,700 primarily due to an increase in accrued payroll for
        executive salaries and account payables.
 
 Cash
        Flows From Investing Activities. There were no significant investing activities
        during the nine months ended September 30, 2005.
 
 Cash
        Flows From Financing Activities. Net cash provided by financing activities
        during the nine months ended September 30, 2005 was $2,284,700. The cash
        generated arose from $2,305,200 of net proceeds from our secured revolving
        loan
        offset by repayments of the secured convertible term loan of $242,400, $4,600
        of
        repayments of notes payable, $250,000 of cash generated from shareholder
        notes
        payable and by $23,500 of debt repayment on capital lease obligations.
 
 Our
        long-term liabilities include $1,200,000 in notes payable to
        shareholders.
 
 Our
        net
        working capital at September 30, 2005 was a negative $3,846,200, an increase
        of
        $5,459,100 from December 31, 2004.
 
 The
        Company had an operating loss in the first nine months of 2005 and incurred
        operating and net losses in 2004 and 2003, and has a capital deficiency at
        December 31, 2004 and September 30, 2005. The Company has limited additional
        financing available under its current accounts receivable financing facility
        in
        order to fund any additional cash required for its operations or otherwise.
        These matters raise substantial doubt about the Company’s ability to continue as
        a going concern.
 
 Management
        has taken steps during 2004 to improve the situation, including replacing
        a
        $2.75 million accounts receivable financing facility from Pacific Business
        Funding, a division of Greater Bay Bancorp, with a $5.5 million convertible
        note
        financing arrangement with Laurus Master Fund, Ltd., acquiring substantially
        all
        of the operating assets of Southwest Century Communications, Inc., a Houston,
        Texas based data and voice service provider, making further cuts in overhead
        costs, downsizing the Company’s Houston operations, and making changes in the
        Company’s management. During the first nine months of 2005 management continued
        to take steps to improve the situation by monitoring and reducing technical,
        administrative, and sales personnel and other costs wherever possible and
        appropriate based on the Company’s current and anticipated sales
        volume.
  19
  In
        the
        fourth quarter of 2003, certain Series A and B shareholders lent ICF, our
        operating subsidiary, $208,900 at 18% interest, convertible into common stock
        of
        the Company at $.08 per share, at the noteholder’s option. Interest is payable
        on the due date of January 2, 2005 with interest also convertible into common
        stock on the same basis as the principal. As the fair value of our
        stock in
        November and December 2003 exceeded the conversion price, we recognized a
        deemed
        noncash charge of 193,800 resulting from the imputed beneficial conversion
        discount. At March 31, 2004, the principal amount of $208,900 and accrued
        interest are convertible into 2,746,250 shares of common stock.
 
 In
        the
        quarter ended September 30, 2004, certain Series A and B Convertible Redeemable
        Preferred shareholders lent ICF, $165,000 at 24% interest. Interest is payable
        on the due date of January 2, 2005. Interest expense associated with these
        loans
        from shareholders was accrued and aggregated $10,200 during the quarter ended
        September 30, 2004.
 
 In
        February 2003, we entered into a one-year accounts receivable financing facility
        with Pacific Business Funding, a division of Cupertino National Bank, which
        is
        part of Greater Bay Bancorp, to replace our facility with Comerica. The
        Agreement with Greater Bay Bancorp provides, among its terms, a $1,000,000
        financing facility with a borrowing formula of 80% of eligible receivables,
        collateralized with a first lien on all assets. The finance fees on this
        Greater
        Bay Bancorp facility are 1.5% per month (18% annual rate) on average daily
        cash
        balances with an additional administrative fee and an annual commitment fee.
        There are no financial covenants under this facility. On October 10, 2003,
        the
        maximum commitment under this financing facility was increased to $1,500,000.
        In
        connection with this increase, we executed a warrant agreement with Pacific
        Business Funding for 27,778 shares of our common stock at an exercise price
        of
        $0.90 per share and an expiration date of October 14, 2013. The warrant also
        provides Pacific Business Funding a $25,000 put in lieu of exercising the
        warrant. The Company has in the accompanying consolidated statements of
        operations, under the caption remeasurement of warrant and option liability,
        recognized $(4,339,200) and $(79,200) in other (income) expenses for the
        warrant
        based on the estimated fair value of the warrant as of September 30, 2005
        and
        2004, respectively. The Company estimated the fair value of the warrant by
        using
        the Black-Scholes valuation model with the following assumptions: dividend
        yield
        of 0%; expected volatility of 220%; risk free interest rate of 4.88%; and
        the
        contractual life of the warrant.
 
 In
        November 2003, the Company and Pacific Business Funding discussed an increase
        in
        the line of credit to a maximum commitment of $1,800,000. On November 20,2003,
        Pacific Business Funding had advanced funds in the aggregate amount of
        $1,767,600 under the existing facility and continued to provide advances
        in
        December 2003 in excess of the $1,500,000 line. A second amendment to the
        factoring agreement was executed on January 2, 2004 and provided, among other
        items, an increase to a maximum commitment of $1,800,000 and extension of
        the
        facility through January 3, 2005.
 
 During
        the first quarter of 2004, we entered into an agreement with our largest
        vendor
        in connection with an increase in our line of credit for material purchases
        to
        provide this vendor a second lien on all of the our assets.
 
 In
        December 2002, the terms of the remaining subordinated notes in the principal
        amount of $750,000 were modified by which a) $500,000 of principal and $30,500
        of accrued interest were converted to equity in exchange for 1,785,000 shares
        of
        the Company’s common stock, b) the interest rate on the remaining $250,000
        principal balance was reduced from 8% to 4% and c) the due date on the notes
        were changed so that $25,000 became due by March 31, 2003 and the balance
        of
        $225,000 became due on January 30, 2004 . In March 2003, the Company paid
        down
        $25,000 of the notes. In June 2003, 250,000 shares of convertible redeemable
        Series B preferred stock was issued in exchange for $62,500 of Related Party
        Note Payable. In December 2003, the remaining $162,500 principal balance
        due
        under the Note was extended to January 2005 and the interest rate was raised
        to
        6% per annum effective January 1, 2004.
  Any
        temporary lack of available financing could have a materially unfavorable
        effect
        on the Company’s financial position. The Company’s long-term prospects are
        dependent upon a return to profitability and/or the ability to raise additional
        capital as necessary to finance operations.   The consolidated
        financial statements included in this annual report do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 Since
        our
        revenues and accounts receivable are concentrated in Bank of America, SBC
        and
        Wells Fargo, 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.
        A
        loss of either one could have a material effect on our business. From time
        to
        time we may experience delays in the collection of our accounts receivable
        from
        our major customers, which could result in a cash flow problem and effect
        the
        viability of the business.
 20
  The
        following table discloses our contractual commitments, as of September 30,
        2005,
        relating to lease obligations and long-term debt for future
        periods:
  Years
                  Ending December 31,2005(three
                  months)
              
              $
              3,434,8002006
              
              
              900,6002007
              
              
              2,384,7002008
              
              
              66,0002009
              
              
              27,700$
              6,813,800
  Item
        3.
        Controls and Pr ocedures
  (a)
        Under
        the supervision and with the participation of our management, including
        our
        principal executive officer and principal financial officer, we conducted
        an
        evaluation of our disclosure controls and procedures, as such term
        is
        defined under Rule 13a-14(c) promulgated under the Securities Exchange Act
        of
        1934, as amended (the "Exchange Act"), within 90 days of the filing
        date of
        this report. Based on   their evaluation, our principal executive
        officer and principal financial officer concluded that our disclosure
        controls and procedures are effective. (b) There have been no significant
        changes (including corrective actions with regard to significant deficiencies
        or
        material weaknesses) in our internal controls or in other factors
        that
        could significantly affect these controls subsequent to the date of the
        evaluation referenced in paragraph (a) above.
  Part
        II.
        OTHER INFORMATION
  Item
        1. Legal
        proceedings
  On
        April
        18, 2005, the Company and ICF filed a Complaint for Rent and Damages based
        upon
        breach of contract and breach of covenant of good faith and fair dealing
        arising
        from unpaid utility costs accrued and due from their sub-tenant, Home Lending,
        Inc., a California Corporation. These unpaid costs arose from a Standard
        Industrial/Commercial Single-Tenant lease (Gross) entered into between ICF
        and
        Home Lending dated May 16, 2000 regarding premises located at 1700 West Burbank
        Blvd., Burbank, California. The Company and ICF allege that ICF’s sub-tenant
        under this sub-lease failed to tender payment of such utility costs when
        due and
        after written demand was made. The sum at issue is $25,134 plus reimbursement
        of
        the Company’s attorney’s fees and costs. The Company is not aware of any
        potential or actual claim against the Company or ICF or potential unfavorable
        exposure arising from this action.
 
 On
        or
        about April 8, 2005, Bowles & Verna, former counsel to ICF, filed an action
        seeking to recover prior attorney’s fees and costs in the amount of $28,731. A
        Service of the Complaint was effectuated on or about May 2, 2005. The fees
        and
        costs relate to services rendered by Bowles & Verna in the Bingham and
        Metropolitan Agency v. ICF matters. This matter was settled with Bowles &
        Verna under the terms of a settlement agreement dated July 15, 2005 whereby
        the
        Company agreed to pay the sum of $28,731 in monthly payments through December
        15, 2007.
 
 On
        August
        8, 2004, the Company, for the sum of $6,300, settled an action brought by
        the
        trustee in bankruptcy of E-time Capital to settle what the trustee claimed
        was a
        preferential distribution. The amount was a de minimus settlement and was
        in the
        Company’s best interest.
 
 On
        October 31, 2003, the Company filed a lawsuit in California bearing Case
        No. C03-02803 naming as defendants former employees of the Company
        and
        their related business entities. The Complaint contained causes of action
        for
        misappropriation of trade secrets, breach of contract and business torts.
        One
        group of defendants filed a Cross-Complaint against the Company and its Chief
        Operating Officer. The Company believes that there is no basis for the
        Cross-Complaint. A settlement was reached with the group of defendants that
        filed the Cross-Complaint. The settlement requires the Company’s insurer to pay
        the sum of $7,500 and the Company will pay $2,500 towards that defendants’ share
        of discovery referee fees. This group of defendants will be dismissed from
        the
        Complaint with prejudice and dismiss their Cross-Complaint with prejudice.
        Each
        party will bear their own attorney’s fees and costs. With respect to the
        remaining defendants, negotiations have been ongoing whereby a dismissal
        with
        prejudice for a waiver of attorney’s fees and costs may occur. This
        matter was fully settled as stated herein.
  21
 On
        September 10, 2003, the Company filed a lawsuit in Contra Costa County Superior
        Court in California against several former employees of the Company, and
        their
        related business entities for misappropriation of trade secrets, breach of
        contract and various business torts. On July 1, 2004, the Company entered
        into a
        contingency fee agreement with its outside counsel that all fees in the Lincoln
        case after that date were to be recovered from the defendants. Any amounts
        recovered in excess of legal bills were to be divided equally between the
        Company and its outside counsel.
 
 On
        November 9, 2004, the Company and ICF entered into a Settlement Agreement,
        Mutual Release of All Claims and Covenant Not to Sue (the “Settlement
        Agreement”) with certain parties. The Settlement Agreement, among other things,
        called for a dismissal of the case, a mutual release of claims by the parties,
        a
        cash payment to the Company of $125,000 and the transfer to the Company of
        83,333 shares of common stock. Pursuant to the contingency fee agreement
        referenced above, this cash payment and an equal amount of shares of common
        stock has been transferred to the Company’s outside counsel.
 
 Item
        2.
        Cha nges
        in
        Securities
 
 Effective
        June 27, 2005, we (a) changed our name from COMC, Inc. to ICF Corporation
        (the
“Name Change”) and (b) effected a reverse split of our outstanding common stock
        by a ratio of one-for-ten (the “Reverse Split”). Each of these transactions was
        approved by a majority of stockholders. We effected the Name Change in order
        to
        identify the Company more closely with its wholly-owned operating subsidiary,
        ICF Communication Solutions, Inc. (“ICF”) and to capitalize on associated
        name-recognition and goodwill. We effected the Reverse Split in order to
        allow
        for the conversion of certain of our convertible securities. Also effective
        June
        27, 2005, each share of the Company’s outstanding Convertible Redeemable Series
        A and Series B preferred stock plus accrued dividends and the 18% and 24%
        convertible notes payable plus accrued interest were converted into common
        stock
        at the applicable conversion ratios. The Series A and B Convertible Redeemable
        Preferred Stock, including accrued dividends, converted into 1,328,751 and
        4,004,765 shares of common stock, respectively, and the 18% and 24% convertibles
        notes and accrued interest were converted into 304,336 and 111,692 shares
        of
        common stock, respectively.
  During
        the three months ended June 30, 2005, five holders of our common stock,
        including our CEO, agreed to lend the Company a total of $250,000 ($50,000
        each)
        in exchange for 6.75% promissory notes, which mature on November 30, 2007.
        Of
        the $250,000, $200,000 was received in June 2005 and the remaining $50,000
        was
        received in July 2005. Each of these notes is convertible into common stock
        at
        the option of the noteholder at $1.70 per share.
  Item
        3.
        Defaults Upon Senior Securities
  None
  Item
        4.
        Submission of Matters to a Vote of Security Holders
  No
        annual
        meeting has been held since October 4, 2000 and at this point, no date has
        been
        set for the next annual meeting. On March 28, 2005, the Company held a special
        meeting of shareholders (the “Special Meeting”) at 1114 Avenue of the Americas,
        New York, NY to grant the board of directors the authority to (a) change
        the
        name of the Company to “ICF Corporation” (the “Name Change”) and (b) effect a
        reverse split of the Company’s outstanding common stock by a ratio of
        one-for-ten at a date to be determined by the board of directors prior to
        June
        30, 2005 (the “Reverse Split”). At the Special Meeting, the holders of issued
        and outstanding Company stock representing a majority of the total votes
        represented by all of the issued and outstanding Company stock entitled to
        vote
        at the Special Meeting voted to approve the Name Change and the Reverse Split.
        The Company effectuated the Name Change and the Reverse Split on June 27,
        2005.
        For more information on the Name Change and Reverse Split, please see the
        Definitive Proxy Statement on Schedule 14A filed by the Company on
        February 24, 2005.
  Item
        5.
        Other Information
  None
  Item
        6.
        Exhibits and Reports on Form 8-K
  (a) Exhibits(1)
                  Certificate
                      of Incorporation, 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  "2000
                      Proxy
                      Statement")(2)
                  By-laws,
                      incorporated herein by reference to the 2000 Proxy Statement(b)
                      Reports on Form 8-KWe
                      filed no reports on Form 8-K with the Securities and Exchange
                      Commission
                      during the third quarter of 2005.
   22
  **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 hereunto duly authorized.
  ICF
                  CorporationDate: November
                  21, 2005
              By:
              /s/ Janice
                  B. FuellhartJanice
                  B. FuellhartChairman
   
 
 
  23
  EXHIBIT
        INDEX
 
 31.1   
        Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section
        302 of the Sarbanes-Oxley Act of 2002
  31.2  
         Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002
  32.1   
        Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section
        906 of the Sarbanes-Oxley Act of 2002
  32.2   
        Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section
        906 of the Sarbanes-Oxley Act of 2002
  
 
   24