As Filed with the Securities and Exchange Commission on October 18, 2004


UNITED STATESSECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549




FORM 10-QSB/A
	Amendment No. 1




| |  | xQuarterly Report Pursuant
      to Section 13 or 15(d)        of the
      Securities Exchange Act of 1934
| |  | -----------------------------------------------------------------------------------------------------------
| |  | For the quarterly period ended June 30, 2004                                                               
| |  | o Transition Report Pursuant to Section 13 or 15(d) of the
      Securities       Exchange Act of 1934     

Commission File Number
0-16472

COMC, INC. (Exact name of registrant as
specified in its charter)





| | Delaware(State or other
      jurisdiction ofincorporation or organization) |  | 95-4628378(I.R.S.
      EmployerIdentification No.) | 
| | --------------------------------------------------------------------------- |  | --------------------------------------------------- | 

4030 Pike Lane, Suite
CConcord, California 94520(Address of principal executive
offices) (Zip Code)



(925) 849-1400Registrant’s telephone number, including area code:

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:  YesxNo o

As of August 19, 2004 a total of 30,520,328 shares of COMC's
common stock were issued; 26,719,091 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 (check
one):

YesoNo  x








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Explanatory Note



> We are filing this Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004
> 			to revise certain information contained under the caption "Part II.  Other Information - Item 1.  Legal
> 			Proceedings".

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Part II. OTHER
INFORMATION

Item 1. Legal proceedingsOn September 10 and October 31, 2003, the Company filed two separate
lawsuits in Contra Costa County Superior Court California against several former
employees of the Company including Charles E. Lincoln, and their related
business entities for misappropriation of trade secrets, breach of contract, and
various business torts. These cases are currently in discovery and trial dates
have been set for November 8, 2004 and February 14, 2005 . In one case , a
preliminary injunction was granted by the court against the defendants.
Defendants filed a cross claim against the Company and its chief operating
officer in the other case. The Company believes there is no basis for the
cross-complaint. On July 1st, 2004, the Company entered into a contingency fee
agreement with its outside counsel that all fees in the Lincoln case after that
date will be recovered from the defendants. Any amounts recovered in excess of
legal bills will be divided equally between the Company and its outside
counsel.On August 8, 2004, the Company, for the sum of $6,300, settled
an action brought by the trustee-in-bankruptcy of E-time Capital to settle what
they claim was a preferential distribution. The amount was a de minimus
settlement and was in the Company’s best interest.

Mr. Christopher R. Smith, who was employed by the Company as Chief Executive Officer and President, and served
	on the Company’s Board of Directors, until his resignation effective April 14, 2003. As of April 3, 2003, according to
	the Company’s records, Mr. Smith owned 872,950 shares of the Company’s common stock. The Company is reviewing
	its rights and obligations under Mr. Smith’s option agreement dated August 10, 1999, which provided an option to purchase
	2,463,869 common shares at an exercise price of $0.08 per share.  The previous CEO of the Company had options on 2,463,896
	shares of common stock and due to past actions, the Company believes that it may have grounds for voiding these options.



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SIGNATURES

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

|                         | COMC, INC.                 
|------------------------ | ---------------------------
|                         |                            
|                         | By: /s/ Janice B. Fuellhart
|                         |                            
|                         |                            
|                         |                            
|Dated:  October 15, 2004

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