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

                     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: March 31, 2003

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                           Commission File No. 0-16472

                                   COMC, INC.

             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                              95-4628378
       -------------------------------     -----------------------------------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

                             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 [ ]

     As of May 14, 2003 a total of 30,485,328 shares of COMC's common stock
  were issued; 26,684,091 shares of COMC's common stock were outstanding, and
          3,801,237 shares of COMC's common stock are held in treasury.

          Transitional Small Business Disclosure Format. Yes [ ] No [X]


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<PAGE>



                                Table of Contents

                                      10QSB

PART I. Financial Information...............................................   2
Item 1. Financial Statements................................................   2
     Condensed Consolidated Balance Sheets..................................   2
     Condensed Consolidated Statement of Operations.........................   3
     Condensed Consolidated Statement of Cash Flows.........................   4
     Notes to Condensed Consolidated Financial Statements                      5
Item 2. Management Discussion and Analysis .................................  16
Item 3. Controls and Procedures.............................................  20
Part II. Other Information..................................................  21
Item 1. Legal Proceedings...................................................  21
Item 2. Changes in Securities...............................................  22
Item 3. Defaults Upon Senior Securities.....................................  22
Item 4. Submission of Matters to a Vote of Security Holders.................  22
Item 5. Other Information...................................................  22
Item 6. Exhibits and Reports on Form 8-K....................................  22

Signatures
Certifications
Exhibit Index
Exhibits

<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                            COMC, Inc. and Subsidiary

                           Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                            March 31,         December 31,
                                                                              2003               2002
---------------------------------------------------------------------------------------------------------
                                                                            Unaudited)
<S>                                                                         <C>              <C>
Assets

Current:
  Cash and cash equivalents                                                 $    322,000     $     29,400
  Accounts receivable, less allowance for
    doubtful accounts of $58,300
    and $58,300, respectively                                                  1,416,000        1,404,900
  Unbilled receivables, net                                                      627,900          592,600
  Inventories                                                                    122,800          144,100
  Prepaid expenses and other current assets                                      367,400          107,000
  Refundable income taxes                                                        400,900          400,900
  Deferred income taxes                                                           50,000           50,000
---------------------------------------------------------------------------------------------------------
Total Current Assets                                                           3,307,000        2,728,900
Property and Equipment, net                                                      676,200          724,000
Other Assets                                                                      52,600           71,600
---------------------------------------------------------------------------------------------------------
Total Assets                                                                $  4,035,800     $  3,524,500
---------------------------------------------------------------------------------------------------------
Liabilities, Convertible Redeemable Preferred Stock
and Shareholders' Equity

Current Liabilities:
  Bank borrowings                                                           $    869,200     $     27,100
  Accounts payable                                                             1,083,700        1,037,900
  Accrued expenses                                                               610,100          613,900
  Current portion of long-term debt                                               35,400           38,900
  Customer deposits                                                              213,200          588,600
  Accrued interest due to related party                                              800               --
---------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                      2,812,400        2,306,400
Long-term Debt, less current portion                                              77,500           84,500
Related Party Notes Payable                                                      225,000          250,000
Deferred Income Taxes                                                             50,000           50,000
---------------------------------------------------------------------------------------------------------
Total Liabilities                                                              3,164,900        2,690,900
---------------------------------------------------------------------------------------------------------


Commitments and Contingencies

Convertible Redeemable Preferred Stock:
  Series A, $.01 par value; 2,000,000 shares
  authorized; 1,148,601.4 and no shares issued and
  outstanding, respectively                                                      328,700              --

Shareholders' Equity:
  Common stock, $.01 par value; 40,000,000 shares authorized; 30,485,328 and
    27,433,958 shares issued; 26,684,091 and 23,632,721 shares outstanding,
    respectively                                                                 304,800          274,300
Additional paid-in capital                                                    16,863,100       16,832,600
Accumulated deficit                                                          (14,373,400)     (14,021,000)
Treasury stock at cost; 3,801,237 and
  3,801,237 shares, respectively                                              (2,252,300)      (2,252,300)
---------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                                                       542,200          833,600
---------------------------------------------------------------------------------------------------------
                                                                            $  4,035,800     $  3,524,500
---------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                        2


<PAGE>



                            COMC, Inc. and Subsidiary

                      Condensed Consolidated Statement of Operations

Three Months Ended March 31,                            2003           2002
--------------------------------------------------------------------------------
                                                     (Unaudited)    (Unaudited)
Revenues:
  Data and voice services                             $2,531,200     $3,227,900
  Recruitment services                                    16,600        127,500
--------------------------------------------------------------------------------
                                                       2,547,800      3,355,400
--------------------------------------------------------------------------------

Cost of Revenues:
  Data and voice services                              1,660,800      2,034,400
  Recruitment services                                    13,400        110,900
--------------------------------------------------------------------------------
                                                       1,674,200     2,145,300
--------------------------------------------------------------------------------

Gross Profit                                             873,600      1,210,100
--------------------------------------------------------------------------------
Operating Expenses:
  Selling, general, and administrative                 1,112,100      1,573,800
  Noncash expenses:
    Depreciation and amortization                         67,800         78,400
--------------------------------------------------------------------------------
                                                       1,179,900      1,652,200
--------------------------------------------------------------------------------

Loss From Operations                                    (306,300)      (442,100)
--------------------------------------------------------------------------------
Other Income (Expense):

  Interest expense                                       (43,400)       (36,500)
  Interest expense, related party                        ( 2,500)       (21,700)
  Other                                                       --        (23,400)
--------------------------------------------------------------------------------
                                                         (45,900)       (81,600)
--------------------------------------------------------------------------------
Loss Before Provision for
  Income Taxes                                          (352,200)      (523,700)
Income Tax Benefit                                            --       (204,400)
--------------------------------------------------------------------------------
Net Loss                                              $ (352,200)    $ (319,300)
--------------------------------------------------------------------------------
Preferred Stock Dividend                              $     (200)    $      --
--------------------------------------------------------------------------------
Net Loss Available to Common Shareholders             $ (352,400)    $ (319,300)
--------------------------------------------------------------------------------

Basic and Diluted Loss Per Common Share                   $(0.01)        $(0.02)
--------------------------------------------------------------------------------
Basicand Diluted Weighted-Average Common
  Shares Outstanding                                  24,211,495     20,199,399
--------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.


                                        3


<PAGE>


                            COMC, Inc. and Subsidiary

                      Condensed Consolidated Statement of Cash Flows


Three Months Ended March 31,                            2003           2002
--------------------------------------------------------------------------------
                                                     (Unaudited)    (Unaudited)

Cash Flows From Operating Activities:
  Net Loss                                           $  (352,200)   $  (319,300)
  Adjustments to reconcile net loss
   to net cash used in operating activities:
     Depreciation and amortization                        67,800         78,400
     Amortization of deferred finance charge                  --          6,500
     Issuance of common stock for services                56,700             --
     Issuance of common stock in exchange for
       stock options                                       4,300             --
     Issuance of convertible redeemable preferred
       stock for services                                 16,000             --
     Changes in operating assets and liabilities:
      Accounts and unbilled receivable                   (46,400)       822,600
      Inventories                                         21,300         21,900
      Prepaid expenses and other current assets         (260,400)      (127,900)
      Accounts payable                                    45,800       (345,300)
      Accrued expenses                                    (3,800)       (51,200)
      Income taxes payable/refundable                         --       (204,400)
      Customer deposits                                 (375,400)            --
      Other current liabilities                              800        (63,800)
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities                   (825,500)      (182,500)
--------------------------------------------------------------------------------
Cash Flows From Investing Activities:
  Deposits                                                19,000        (13,300)
  Purchase of property and equipment                     (20,000)        (1,300)
--------------------------------------------------------------------------------
Net Cash Used In Investing Activities                     (1,000)       (14,600)
--------------------------------------------------------------------------------
Cash Flows From Financing Activities
  Sale of common stock, net of offering costs                 --        623,000
  Sale of convertible redeemable preferred stock         312,500             --
  Advances from bank loans                             3,783,100      6,648,400
  Payment on Related Party Subordinated Notes            (25,000)            --
  Repayments on bank loans                            (2,941,000)    (7,114,900)
  Payments for long-term debts                           (10,500)        (6,700)
--------------------------------------------------------------------------------
Net Cash Provided By Financing
  Activities                                           1,119,100        149,800
--------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents     292,600        (47,300)
Cash and Cash Equivalents, beginning of period            29,400        200,700
--------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period             $   322,000    $   153,400
--------------------------------------------------------------------------------
Cash Paid For:
   Interest                                          $    45,100    $   115,500
   Income taxes                                      $        --    $     3,700
--------------------------------------------------------------------------------
Non Cash Financing Activities:
    Accrued dividend for convertible redeemable
    Preferred stock                                  $       200             --
    Issuance of common stock in exchange for
    Stock options                                    $     4,300             --
--------------------------------------------------------------------------------


See accompanying notes to condensed consolidated financial statements.


                                        4


<PAGE>


                            COMC, Inc. and Subsidiary

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

1.   Summary of              The Company
     Accounting
     Policies

                             COMC, Inc. and Subsidiary (the Company) is a
                             technology service company in the
                             telecommunications industry with a regional service
                             coverage area. The Company designs, implements,
                             supports, and manages LAN/WAN computer network
                             systems, voice communication network systems, and
                             premise wiring for both data and voice. In
                             addition, the Company provides customers with
                             permanent and temporary technical professional
                             recruitment and placement services. The Company is
                             redirecting its business focus away from the
                             recruitment and placement services in 2003 and is
                             not actively seeking new customers in this area.


                             Basis of Presentation

                             The interim consolidated financial statements
                             presented have been prepared by COMC, Inc. (the
                             "Company") without audit and, in the opinion of the
                             management, reflect all adjustments of a normal
                             recurring nature necessary for a fair statement of
                             (a) the results of operations for the three months
                             ended March 31, 2003 and 2002, (b) the Company's
                             financial position at March 31, 2003 and (c) the
                             cash flows for the three months ended March 31,
                             2003 and 2002. Interim results are not necessarily
                             indicative of results for a full year.

                             The consolidated balance sheet presented as of
                             December 31, 2002 has been derived from the
                             consolidated financial statements that have been
                             audited by the Company's independent public
                             accountants. 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 consolidated financial statements and
                             notes included herein should be read in conjunction
                             with the financial statements and notes included in
                             the Company's 2002 Annual Report on Form 10-KSB
                             filed on April 17, 2003.

                             Principles of Consolidation

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

                             On August 17, 1998, the Company consummated the
                             acquisition of ICF Communication Systems, Inc.
                             (ICF). Under the terms of the Agreement and Plan of
                             Merger dated July 24, 1998, ICF merged with and
                             into a wholly owned subsidiary of the Company that
                             had been especially organized for purposes of this
                             transaction (the Merger). In connection with the
                             Merger, ICF's name was changed to ICF Communication
                             Solutions, Inc. In consideration for the Merger,
                             the two principals of ICF received an aggregate
                             payment valued at approximately $14,000,000, as
                             follows: $1,500,000 in cash at the closing of the
                             transaction; $3,500,000 in promissory notes due and
                             payable throughout 1999, and 6,493,506 shares of
                             the Company's common stock valued at $9,000,000 or
                             $1.386 per share. The Company agreed to use its
                             best efforts to register the shares of common stock
                             issued in connection with the Merger. The Company
                             defaulted on various payments of the promissory
                             notes in 1999, and restructured the notes (see Note
                             5).

                             Uses of Estimates

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


                                       5
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Condensed Consolidated Financial Statements

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

                             Cash and Cash Equivalents

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

                             Inventories

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


                             Property and Equipment

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

                             Long-Lived Assets

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

                             Revenue Recognition

                             Revenues and related costs for short-term projects
                             (i.e. projects with duration of less than one
                             month) are recognized as the projects are
                             completed. Revenues generated by contracts of
                             longer duration (typically covering periods of
                             two-to-three months) are recognized principally on
                             the percentage-of-completion method in the ratio
                             that cost incurred bears to estimated cost at
                             completion. Projects costs comprise time and
                             materials. Out-of-pockets costs are not billed
                             separately, rather, such costs are included in the
                             contract price. Profit estimates are revised
                             periodically based on changes in facts; any losses
                             on contracts are recognized immediately. Revenue
                             from claims is insignificant.

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


                                       6
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Condensed Consolidated Financial Statements

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

                             Income Taxes

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

                             Fair Value of Financial Instruments

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

                             Cash and Cash Equivalents

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

                             Short-Term Debt

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

                             Long-Term Debt and Related Party Notes Payable

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

                             As of March 31, 2003 and December 31, 2002, the
                             fair values of the Company's financial instruments
                             approximate their historical carrying amounts.



                                       7
<PAGE>

                            COMC, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements

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

                             Stock-Based Compensation

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

                             Basic and Diluted Earnings and Loss Per Common
                             Share

                             Under SFAS No. 128, the dilutive effect of stock
                             options is excluded from the calculation of basic
                             earnings per share. For the quarters ended March
                             31, 2003 and 2002 all potential common shares were
                             excluded from diluted earnings per share as their
                             effects were antidilutive, respectively.




                             SFAS No. 123, Accounting for Stock-Based
                             Compensation, requires the Company to provide pro
                             forma information regarding net income (loss) and
                             earnings (loss) per share as if compensation cost
                             for the Company's stock option plan had been
                             determined in accordance with the fair value based
                             method prescribed in SFAS No.123. The Company
                             estimates the fair value of stock options at the
                             grant date by using the Black-Scholes option
                             pricing-model with the following weighted average
                             assumptions used for grants in 2001: dividend
                             yield of 0; expected volatility of 170%; risk-free
                             interest rate of 5.3% and expected lives of five
                             years for all plan options. Under the accounting
                             provisions of SFAS No. 123, the Company's pro
                             forma net loss and the basic and diluted net loss
                             per common share would have been adjusted to the
                             pro forma amounts below.

                                                         2003            2002
     ---------------------------------------------------------------------------
     Net Loss Available to Common Shareholders:
       As reported                                 $  (352,400)    $  (319,300)

       Add:  Stock-based employee compensation
              expense included in reported net loss         --            --
       Deduct:  Total stock-based employee
                compensation  expense determined
                under fair value based method
                for all awards                         (10,000)         (10,000)
                                                    ----------      ----------
       Pro forma                                    $ (362,400)     $  (329,300)
                                                    ==========      ==========

     Basic earnings (loss) per share:
       As reported                                     $ (0.01)        $ (0.02)
       Pro forma                                       $ (0.01)        $ (0.02)

     Diluted earnings (loss) per share:
       As reported                                     $ (0.01)        $ (0.02)
       Pro forma                                       $ (0.01)        $ (0.02)


                                       8
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Condensed Consolidated Financial Statements

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

                    Adoption of New Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit Activities," which addresses financial accounting and reporting for
costs associated with exit activities. SFAS No. 146 requires that a liability
for a cost associated with an exit or disposal activity be recognized and
measured initially at fair value only when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities initiated after December 31,
2002. The adoption of this Statement did not have a material impact on the
Company's consolidated financial position or results of operations.

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

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

In January 2003, the FASB issued Interpretation No. 46 (FIN 46) "Consolidation
of Variable Interest Entities," which addresses consolidation by business
enterprises of variable interest entities that either: (1) do not have
sufficient equity investment at risk to permit the entity to finance its
activities without additional subordinated financial support, or (2) the equity
investors lack an essential characteristic of a controlling financial interest.
The Company does not have any entities that will require disclosure or new
consolidation as a result of adopting the provisions of FIN 46.


                                       9
<PAGE>

                            COMC, Inc. and Subsidiary

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

2. Future Prospects

The Company has incurred operating and net losses in the first quarter of 2003
as well as during the years 2002 and 2001. 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 as of and subsequent to December 31,
2002 to improve the situation, including the $500,000 conversion of a
shareholder note to equity, treated as a capital contribution, the replacement
of the Comerica line of credit with a new financing arrangement with Greater Bay
Bancorp, the moving of the Company's corporate offices from Martinez, California
to a smaller facility in Concord, California in November 2002, the elimination
of the Company's direct sales force, a reduction in the Company's work force and
further cuts in overhead costs, the closing of the Company's Birmingham
facility, the downsizing of the Company's Houston operation, and changes in the
Company's management. Any temporary lack of available financing could have a
materially unfavorable effect on the Company's financial statements. The
Company's long-term prospects are dependent upon a return to profitability
and/or the ability to raise additional capital as necessary to finance
operations. The condensed consolidated financial statements included in this
quarterly report do not include any adjustments that might result from the
outcome of this uncertainty.




3.   Financings              Line of Credit

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

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


                                       10
<PAGE>

                            COMC, Inc. and Subsidiary

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


                    Debt Financing

                    From 1998 through 2002, the Company acquired twelve vehicles
                    for a total purchase price of $216,000 under capital lease
                    arrangements with the vehicles as security. The loans bear
                    interest at rates ranging from 0.9% to 9.7%. Accumulated
                    depreciation related to these vehicles was $78,000 and
                    $41,000 as of December 31, 2002 and 2001, respectively.

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

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



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

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


                    Rent expense during the first quarter of 2003 was, net of
                    sublease income, $60,600.


                    Legal Matters

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

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


                    On July 3, 2002, ICF filed a Memorandum of Costs seeking to
                    recover approximately $43,000 from Metropolitan in costs and
                    expert fees. The Court heard and denied Metropolitan's
                    motion to dismiss ICF's costs on August 22, 2002, and
                    awarded ICF those costs in full.


                                       11
<PAGE>

                            COMC, Inc. and Subsidiary

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

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

                    The Company is preparing a writ of attachment for collecting
                    on the judgment of costs.

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

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

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

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


                                       12
<PAGE>

                           COMC, Inc. and Subsidiary

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

                    Employment Agreements

                    In 2001, the Company had an employment agreement with
                    its  Chief Operations Officer.

                    The term of the employment agreement is the earlier of the
                    due date of the Subordinated Note, repayment in full, or the
                    sale or transfer of the note by the Chief Operating Officer.
                    See Note 5.

                    The Company's current Chairman and Chief Executive Officer
                    is an "At Will" employee at an annual salary of $135,000,
                    which is being accrued until the Company's cash position
                    improves.


5. Transactions     In August 1998, the Company entered into a series of six
   with Related     notes aggregating $3,500,000 with the
   Parties          Company's President Parties and the Company's Chief
                    Operating Officer as part of the Merger discussed in Note 1.
                    These notes bore interest at 10%, and had original maturity
                    dates of either January 1999 or August 1999. In 1999, the
                    Company canceled the aforementioned notes and issued two
                    unsecured 10% notes payable for $1,750,000 each to the
                    President and the Chief Operations Officer. Under the new
                    notes, the term of the notes was extended for three
                    additional years (due August 2002), payable in a lump-sum
                    amount at the end, with interest payable monthly. Should the
                    Company default on the new notes or their interest payments,
                    the noteholders have the right to convert the notes to
                    common stock of the Company at $0.50 per share. In 1999, the
                    Company paid off the note payable due to the Company's
                    President in the amount of $1,750,000. Additionally, the
                    Company made principal payment in the amount of $1,000,000
                    on the note payable due to the Company's Chief Operations
                    Officer. As of December 31, 2001, the balance outstanding on
                    the remaining note was $750,000. On December 21, 2001, the
                    Chief Operating Officer amended his employment contract with
                    the company as well as the terms of his subordinated
                    $750,000 Note with the company. The Amended subordinated
                    note in the amount of $750,000 became due and payable on
                    January 30, 2004. The fixed annual interest rate of the note
                    was 8%. The term of the employment agreement is the earlier
                    of the due date of the note, repayment in full, or the sale
                    or transfer of the note by the Chief Operating Officer. In
                    December 2002, the subordinated notes were modified to
                    convert $500,000 of principal and $30,500 of accrued
                    interest to equity in exchange for 1,785,000 shares of the
                    Company's common stock, reduce the interest rate on the
                    remaining $250,000 principal balance to 4% and change the
                    due dates on the notes to $25,000 by March 31, 2003 and the
                    balance of $225,000 due on January 30, 2004.

                    Interest expense associated with the above notes aggregated
                    $60,700 during 2002. Interest expense in the first quarter
                    of 2003 was $43,600.

                    In connection with the restructuring of the notes, the
                    noteholders received 753,246 options (Note 7) to purchase
                    common stock. The fair value of these options of
                    approximately $361,600 has been recorded as a deferred
                    finance charge, and is included in other assets. The
                    deferred finance charge is being amortized as interest
                    expense over the life of the related notes, with
                    amortization accelerated as the notes are repaid before
                    maturity. The Company recorded amortization expense of
                    $1,400 during 2002. In the first quarter of 2003, 376,623 of
                    these options were exchanged for 216,370 shares of common
                    stock. This exchange was valued at $.02 per share for each
                    share of common stock.


                                       13
<PAGE>

                            COMC, Inc. and Subsidiary

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


6. Convertible      In March 2003, the Company raised $312,500 through a private
   Redeemable       placement of 1,092,657.34 shares of Series A Convertible
   Preferred        Redeemable Preferred Stock for $.286 per share with various
   Stock            accredited investors (the "Investors"). Each investor has
                    the right to increase his purchase by 25% during a 90 day
                    period from the purchase date.

                    An additional 55,944.06 shares of Series A Convertible
                    Redeemable Preferred Stock was issued for services rendered
                    in the first quarter of 2003 in the amount of $16,000.


                    The rights, preferences and privileges of the Series A
                    Preferred stockholders are as follows:

                    Term

                    The Series A Preferred Stock have a term of five years from
                    the date of issuance.

                    Dividends

                    The holders of Series A 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.

                    As of March 31, 2003 accrued dividends on the Series A
                    Preferred Stock amounted to $200.

                    Liquidation Preference

                    In 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.

                    Voting Rights

                    Each share of Series A Preferred Stock shall have the
                    equivalent voting rights of 20 shares of common stock.

                    Conversion

                    The Series A Preferred stockholders have the right, at any
                    time, to convert their shares into common stock. Each share
                    of Series A Preferred Stock is convertible into 10 shares of
                    common stock.

                    In the event the Company raises in excess of $2 million of
                    new equity with rights junior to the Series A Preferred
                    Stock, the Company has a right to demand that the Series A
                    Preferred Stock is converted into common stock.

                    Redemption

                    The Series A Preferred stockholders have the right to demand
                    the Company to redeem the Series A Preferred Stock five
                    years after the date of issuance. After a two-year period,
                    the Company has the right, at any time, without penalty, to
                    redeem the Series A 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 Preferred Stock into common stock or
                    have their shares redeemed.


                                       14
<PAGE>

                            COMC, Inc. and Subsidiary

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

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

                    In December 2002, the Company issued 1,785,000 shares of
                    common stock in exchange for the conversion of $500,000 in
                    notes payable and $30,500 in accrued interest to equity. See
                    Note 5.

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

                    In March 2003, the Company issued 2,100,000 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
                    March 31, 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. 708,750 of theses shares vested immediately with
                    the remaining balance of 2,126,250 shares vesting 50% on
                    October 1, 2003 and 50% on March 31, 2004, respectively. The
                    2,835,000 shares were valued at $.02 per share, or $56,700.
                    As of March 31, 2003, 75% of this amount has been recorded
                    as a prepaid expense.

8.  Concentration   Financial instruments, which potentially subject the Company
    of Credit Risk  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.

                    In the first quarter of 2003, revenues from the Company's
                    two largest customers accounted for approximately 41%, and
                    39%, respectively, of total revenues. Accounts receivable
                    balances at March 31, 2003 from these two customers
                    represented approximately 47% and 23%, respectively, of net
                    accounts receivable. In the first quarter of 2002, revenues
                    from the Company's two largest customers accounted for
                    approximately 32%, and 29%, respectively, of total revenues.
                    No other customer accounted for more than 10% of total
                    revenue in the first quarter of 2003 and 2002.

                    The concentrations of revenues and related receivables as of
                    and for the quarter ended March 31, 2003 as described above
                    expose the Company to a relatively greater degree of risk of
                    loss than would be the case with greater customer
                    diversification.

9.  Segment         The Company operates in two industry segments: Data and
    Information     Voice Services and Recruitment Services. The revenue
                    components of the Data and Voice Services segment consist
                    primarily of (1) designing, implementing, supporting, and
                    managing LAN/WAN computer network systems, voice
                    communication network systems, and premise wiring for both
                    data and voice; and (2) distributing and maintaining
                    equipment on behalf of major telecommunication equipment
                    manufacturers.

                    The revenue components of the Recruitment Services segment
                    consist primarily of providing customers with permanent and
                    temporary technical professional recruitment and placement
                    services to fill their internal staffing needs. The Company
                    is redirecting its business focus away from the recruitment
                    and placement services in 2003 and is not actively seeking
                    new customers in this area.


                                       15
<PAGE>

                            COMC, Inc. and Subsidiary

                   Notes to Condensed Consolidated Financial Statements

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

Summarized financial information concerning the operating segments in which the
Company operated as of December 31, 2002 and 2001, and for each of the years
then ended is shown in the following tables:

                                                             March 31,
                                                  ------------------------------
Operating Segments                                      2003            2002
-------------------------------------------------------------------------------
Revenue:
     Data and Voice Services ...............      $ 2,531,200       $ 3,227,900
     Recruitment Services ..................           16,600           127,500
     Corporate .............................               --                --
-------------------------------------------------------------------------------
                                                  $ 2,547,800       $ 3,355,400
===============================================================================
Income (loss) from operations:
     Data and Voice Services ...............      $  (198,900)      $  (248,200)
     Recruitment Services ..................            3,000           (23,900)
     Corporate .............................         (110,400)        (170,000)
-------------------------------------------------------------------------------
                                                 $   (306,300)   $    (442,100)
===============================================================================
Total assets:
    Data and Voice Services ...............      $  3,979,800      $  3,441,500
     Recruitment Services ..................           44,300            71,300
     Corporate .............................           11,700            11,700
-------------------------------------------------------------------------------
                                                 $  4,035,800      $  3,524,500
===============================================================================
Expenditures for long-lived assets:
     Data and Voice Services ...............     $     20,000      $      1,300
     Recruitment Services ..................               --               --
     Corporate .............................               --               --
-------------------------------------------------------------------------------
                                                  $        --       $     1,300
===============================================================================
Depreciation and amortization:
     Data and Voice Services ...............      $    67,800       $    78,300
     Recruitment Services ..................               --
     Corporate .............................               --               100
-------------------------------------------------------------------------------
                                                  $    67,800       $    78,400
===============================================================================


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


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

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

In addition to the services described above, our Recruitment Services division
is providing our customers with permanent and temporary technical professional
recruitment and placement services to fill their internal staffing needs. The
Company is redirecting its business focus away from the recruitment and
placement services in 2003 and is not actively seeking new customers in this
area.


                                       16
<PAGE>

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


Critical Accounting Policies:

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that effect the amounts
reported in the 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.

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 percentage of completion, using the cost
incurred to the estimated cost at completion. If the Company does not accurately
estimate the resources required or the scope of work to be performed, or does
not manage its projects properly under the contracts, then future margins may be
significantly and negatively affected or losses on existing contracts may need
to be recognized. Any such resulting reductions in margins or contract losses
could be material to the Company's results of operations.

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

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

Results of Operations:

Dollars in Thousands            Quarters ended
--------------------               March 31:
                                2003       2002
                                ----       ----
     Net Revenues
     ------------
     Data & Voice Services     $2,531     $3,228
     Recruitment Services          17     $  127
     --------------------      ------     ------
        Total Revenues         $2,548     $3,355

Our revenues were $2,547,800 and $3,355,400 for the three months ended March 31,
2003 and 2002, respectively, representing a decrease of 24.1%. This decrease was
due primarily to a 21.6% decrease in Data and Voice Services revenue for the
period, and an 87% decrease in Recruitment Services revenue. Compared with
revenue of $2,720,700 generated in the fourth quarter ended December 31, 2002,
our first quarter revenue declined 6.4%. Data and Voice Services continued to
show the effects of a significant decline in project work relating to one of our
larger existing clients. We have reduced our Recruitment Services Division to
reflect the overall weakness in the industry.


                                       17
<PAGE>

Dollars in Thousands                Quarters ended March 31:
--------------------
                                            Gross          Gross
                                           Profit         Profit
                                    2003   Margin  2002   Margin
                                    ----   ------  ----   ------
     Gross Profits
     -------------
     Data & Voice Services        $  871   30.4%   $1,193   37.0%
     Recruitment Services         $    3   19.3%   $   17   13.0%
     ---------------------        ------   ----    ------   ----
     Total Gross Profits          $  874   30.3%   $1,210   36.1%

Cost of revenues was $1,674,200 and $2,145,300 for the three months ended March
31, 2003 and 2002, respectively, representing a decrease of 21.9%. Conversely,
our Gross profit for the comparable periods was $873,600 and $1,210,100,
respectively, representing a decrease of 27.8%. Gross profit and margin for Data
and Voice Services was $870,400 and 34.4%, respectively, for the three months
ended March 31, 2003 as compared with $1,193,500 and 37.0%, respectively, for
the three months ended March 31, 2002. The decrease in margin was due to the use
of more expensive subcontracted labor on out-of-area projects. Gross profit and
margin for Recruitment Services were $3,200 and 19.3%, respectively for the
three months ended March 31, 2003 as compared with $16,600 and 13.0%,
respectively for the three months ended March 31, 2002. The decrease in margin
was due to a lower percentage of permanent placement revenue as compared to the
prior period, which had a significantly higher contribution margin.

Selling, general and administrative ("SG&A") expenses decreased 29.3% from
$1,573,800 for the three months ended March 31, 2002 to $1,112,100 for the three
months ended March 31, 2003. This also compares with $1,070,300 of similar
expense in the previous quarter ended December 31, 2002, or an increase of 3.9%.
The decrease in year over year comparable quarters was due to a reduction in
workforce and to other cost reductions that we instituted in response to the
overall softness in the economy.

Also included in our SG&A expenses are our holding company expenses, which
decreased by $61,800 from $170,000 for the three months ended March 31, 2002 to
$108,200 for the three months ended March 31, 2003. Our prior quarter holding
company expenses were $155,000 for the period ended December 31, 2002. The
decrease in expense was due to reduced filing and legal fees incurred in the
quarter. SG&A expenses for ICF's operations decreased from $1,403,800 for the
three months ended March 31, 2002 to $1,003,900 for the three months ended March
31, 2003.


                                       18
<PAGE>

Depreciation and amortization expenses were $67,800 and $78,400 for the three
months ended March 31, 2003 and 2002, 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.

Dollars in Thousands                             Quarters ended
--------------------                                March 31:
                                                2003       2002
                                                ----       ----
Operating Loss                                 ($306)     ($442)

Operating Loss decreased to a loss of $306,300 for the three months ended March
31, 2003 from a loss of $442,100 for the three months ended March 31, 2002.

There was no interest income for the three months ended March 31, 2003 and 2002.

Interest expense decreased for the three months ended March 31, 2003 to $45,900
from $58,200 for the three months ended March 31, 2002, due to decreased
borrowing. Our related party interest expenses declined from $21,700 to $2,500,
for the quarters ended March 31, 2002 and 2003. We did experience an increase in
comparable borrowing under our working capital line of credit, which resulted in
a increase in interest expense from $36,500 to $43,400, respectively, for the
quarters ended March 31, 2002 and 2003.

Other Income (Expense) is comprised mostly of bank fees and charges associated
with our line of credit, offset by miscellaneous income for the period, which
resulted in a net expense of $0 and $23,400, respectively, for the three months
ended March 31, 2003 and 2002.

An income tax benefit of $204,400 was taken for the three months ended March 31,
2002 due to losses for the quarter. We have provided a valuation allowance in
our deferred tax assets to the extent that management is unable to conclude that
it is more likely than not that such deferred tax assets will be realized.
During the quarter ended March 31, 2003, the Company provided a valuation
allowance on all of the deferred tax asset associated with the losses incurred
during the quarter.

Net Loss Available to Common Shareholders increased from $319,300, or ($0.02)
per share, for the three months ended March 31, 2002 to $352,400, or ($0.01) per
share, for the three months ended March 31, 2003.


Liquidity and Capital Resources

Cash and cash equivalents increased to $322,000 at March 31, 2003
compared to $29,400 at December 31, 2002. The increase was mainly attributable
to the sale of convertible redeemable preferred stock for cash proceeds of
$312,500 during the quarter ended March 31, 2003.

Cash Flows From Operating Activities. For the three months ended March 31, 2003,
cash consumed by operating activities was $825,500 which resulted primarily from
our net loss for the first three months of $352,200, decreased by non-cash
charges of $144,800, and increased by our decline in operating assets of
$285,500, and increased by our decline in liabilities, primarily customer
deposits, of $332,600.

Accounts receivable and unbilled receivables decreased by $46,400 due to
increased collection activity and a decrease in the volume of business in the
first three months of 2003. Net increase in payables and accruals amounted to
$42,000 primarily due to an increase in accounts payables.

Cash Flows From Investing Activities. There were no significant investing
activities in the first quarter of 2003.


                                       19
<PAGE>

Cash Flows From Financing Activities. For the three months ended March 31, 2003,
net cash provided by our financing activities was $1,119,100, due primarily to
an increase in our line of credit of $842,100 and the sale of Preferred Stock of
$312,500 offset by a reduction in long term debt of $35,500.

Our long-term liabilities include $225,000 in Related Party Notes Payable.
Interest is accruing at 4% per annum on these Notes and is paid monthly.

Our net working capital at March 31, 2003 was a positive $494,600, an increase
of $72,100 from December 31, 2002. We have incurred operating and net losses in
the first quarter of 2003 as well as during the years 2002 and 2001. We have
limited additional financing available under our current accounts receivable
financing facility in order to fund any additional cash required for our
operations or otherwise. These matters raise substantial doubt about our ability
to continue as a going concern. Management has taken steps as of and subsequent
to December 31, 2002 to improve the situation, including the $500,000 conversion
of a shareholder note to equity, treated as a capital contribution, the
replacement of the Comerica line of credit with a new financing arrangement with
Greater Bay Bancorp, the moving of our corporate offices from Martinez,
California to a smaller facility in Concord, California in November 2002, the
elimination of our direct sales force, a reduction in our work force and further
cuts in overhead costs, the closing of our Birmingham facility, the downsizing
of our Houston operation, and changes in our management. Any temporary lack of
available financing could have a materially unfavorable effect on our financial
statements. Our long-term prospects are dependent upon a return to profitability
and/or the ability to raise additional capital as necessary to finance
operations. The condensed consolidated financial statements included in this
quarterly report do not include any adjustments that might result from the
outcome of this uncertainty.

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


The following table discloses our contractual commitments relating to lease
obligations and long-term debt and redeemable preferred stock for future periods
(See footnotes 3, 4 and 6):

                Year ending
                December 31
                2003                      $   349,200
-----------------------------------------------------
                2004                          554,000
-----------------------------------------------------
                2005                          228,500
-----------------------------------------------------
                2006                          117,600
-----------------------------------------------------
                2007                           97,500
-----------------------------------------------------
                2008                          328,700
-----------------------------------------------------
                                         $  1,675,500
                                         ============
-----------------------------------------------------

Item 3. Controls and Procedures


(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.


                                       20
<PAGE>

Part II. OTHER INFORMATION

Item 1. Legal proceedings

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

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

ICF has vigorously defended against Metropolitan's claims. On December 18, 2001,
ICF filed a motion for judgment on the pleadings on Metropolitan's negligence
claim. The Court heard, and granted, ICF's motion on March 6, 2002. It dismissed
Metropolitan's negligence claim with prejudice and did not allow Metropolitan
leave to amend the complaint. The only remaining claim in the case is
Metropolitan's breach of contract claim. ICF believes that the contract claim is
entirely without merit due in part to the fact that Metropolitan never directly
entered into a contract with ICF and never paid ICF directly for its services.
ICF filed a summary judgment motion on Metropolitan's breach of contract claim
in May 2002. On July 3, 2002, ICF filed a Memorandum of Costs seeking to recover
approximately $43,000 from Metropolitan in costs and expert fees. (Recovery of
attorneys' fees is not permitted by statute.) The Court heard and denied
Metropolitan's motion to dismiss ICF's costs on August 22, 2002, and awarded ICF
those costs in full.

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

The Company is preparing a writ of attachment for collecting on the judgment of
costs.

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

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

ICF has filed a demurrer to the amended cross-complaint, which is scheduled for
hearing by the court on May 23, 2002. ICF also intends to file a motion to
bifurcate the amended cross-complaint or, alternatively, to continue the trial.

COMC's insurance representative has orally advised us that it will provide a
defense to ICF on the amended cross-complaint; however, it has not provided
written confirmation of its position regarding the amended cross-complaint. We
are unaware whether the defense of these claims will be accepted subject to a
reservation of rights. ICF intends to vigorously defend against these claims.


                                       21
<PAGE>

Item 2. Changes in Securities

At the Board of Directors Meeting on February 28, 2003, our Board authorized
management to raise up to $750,000 of equity from the sale of five year Series A
Preferred Stock in COMC. In March 2003, we raised approximately $312,500 through
a private placement of Series A Preferred Stock for $.286 per share convertible
in ten shares of common stock with various accredited investors (the
"Investors"). The offering to the Investors was exempt from the regulation
requirements of the Securities Act of 1933 pursuant to Regulation D, Rule 506.
In April 2003, an additional $16,000 of Series A Preferred Stock was issued, as
a reimbursement for expenses in the first quarter of 2003.


Item 3. Defaults Upon Senior Securities

The Company was not profitable in the first quarter of 2003. There are no net
income covenants in the Pacific Funding Agreement with Greater Bay Bank.


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

         Not Applicable

Item 5. Other Information

At the February 6, 2002 Board of Directors Meeting, Mr. John Ackerman stepped
down as Chairman of the Board of COMC and was replaced by Mr. William M. Burns.
Mr. Christopher Smith was named the CEO of ICF as well as holding that position
with COMC.

Until the acceptance of his resignation, that was offered to the Board on
February 28, 2003 and subsequently accepted by the current Chairman, Mr. Smith
was Chief Executive Officer and President and Acting Chief Financial Officer of
COMC. Mr. Smith previously held officer positions at ICF until February 28, 2003
when Ms. Fuellhart became Chairman, President and Chief Executive Officer and
Mr. Burns became Executive Vice President and Chief Operating Officer,
respectively, of ICF.

In April 2003, Mr. Christopher Smith resigned as a director of the Company.

On May 8, 2003 George Malin was elected a director of COMC to fill a vacancy.


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
      "Proxy Statement")

            (2) By-laws, incorporated herein by reference to the Proxy Statement

      (b) No reports on Form 8-K were filed during the quarter for which this
          report is filed.


                                       22
<PAGE>

                                   SIGNATURES

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

                                COMC, INC.

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



Dated:  May 14, 2003


                                       23
<PAGE>

                         SARBANES-OXLEY SECTION 302 (a)
                                 CERTIFICATIONS

I, Janice B. Fuellhart, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of COMC, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003



                               /s/ Janice B. Fuellhart
                               -----------------------------
                               Janice B. Fuellhart
                               Chairman & CEO


                                       24
<PAGE>

                         SARBANES-OXLEY SECTION 302 (a)
                                 CERTIFICATIONS


I, Marc Dell'Immagine, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of COMC, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003


                            /s/ Marc Dell'Immagine
                            ------------------------
                            Name: Marc Dell'Immagine
                            Controller and Principal Accounting Officer


                                       25
<PAGE>




                                  EXHIBIT INDEX





99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pusrsuant to
     Section 906 of the Sarbanes-Oxley Act of 2002



99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pusrsuant to
     Section 906 of the Sarbanes-Oxley Act of 2002



                                       26