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

                     THE SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED: September 30, 2001

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

             FOR THE TRANSITION PERIOD FROM _________ TO __________

                           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)

                             2840 Howe Road, Suite D
                           Martinez, California 94553
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (925) 335-4000
                           ---------------------------
                           (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 November 14, 2001, a total of 21,193,991 shares of common
stock were issued; 17,392,754 shares of common stock were outstanding, and
3,801,237 shares of common stock are held in treasury.

          Transitional Small Business Disclosure Format. Yes / /   No /X/

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



<PAGE>


                                Table of Contents

                                      10QSB

PART I................................................................3
Item 1................................................................3
         Consolidated Balance Sheets..................................3
         Consolidated Statement of Operations.........................4
         Consolidated Statement of Cash Flows.........................5
Item 2................................................................6

Part II..............................................................10
Item 1...............................................................10
Item 2...............................................................10
Item 3...............................................................10
Item 4...............................................................10
Item 5...............................................................10
Item 6...............................................................11



<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                        COMC, INC. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               September 30,             December 31,
                                                                                    2001                    2000
                                                                            ------------------       -------------------
                                                                               (Unaudited)
Assets

Current Assets
<S>                                                                               <C>                      <C>
      Cash and cash equivalents                                                 $     4,000               $  331,500
      Accounts receivable, less allowance for doubtful
           accounts of $222,500  and $223,200 respectively                        4,360,300                6,740,000
      Unbilled receivables, net                                                     929,900                1,644,400
      Inventories                                                                   285,700                  230,100
      Prepaid expenses and other current assets                                     104,000                  142,400
      Refundable income taxes                                                       524,400                   89,700
      Deferred income taxes                                                         232,600                  281,500
---------------------------------------------------------------------------------------------------------------------
 Total Current Assets                                                             6,440,900                9,459,600

 Property and Equipment, net                                                        982,100                1,147,000
 Other Assets                                                                        98,300                  116,900
---------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                    $ 7,521,300              $10,723,500
=====================================================================================================================


 Liabilities and Shareholders' Equity

 Current Liabilities
      Bank borrowings                                                             2,255,400                  979,700
      Accounts payable                                                            1,628,400                2,738,300
      Accrued expenses                                                              842,300                  977,100
      Current portion of long-term debt                                              26,700                   26,700
      Customer deposits                                                                   -                2,580,000
---------------------------------------------------------------------------------------------------------------------
 Total Current Liabilities                                                        4,752,800                7,301,800

 Long-term Debt, less current portion                                                18,300                   38,600
 Related Party Notes Payable                                                        750,000                  750,000
 Deferred Income Taxes                                                               94,100                   94,100
---------------------------------------------------------------------------------------------------------------------
 Total Liabilities                                                                5,615,200                8,184,500
---------------------------------------------------------------------------------------------------------------------

 Shareholders' Equity:
   Common stock, $.01 par value; 40,000,000 shares authorized; 21,193,991 and
      21,193,991 shares issued; 17,392,754 and 17,392,754 shares
      outstanding, respectively                                                     211,900                  211,900
   Additional paid-in capital                                                    15,727,500               15,727,500
   Accumulated deficit                                                          (11,781,000)             (11,148,100)
   Treasury stock at cost; 3,801,237 and  3,801,237
      shares, respectively                                                       (2,252,300)              (2,252,300)
---------------------------------------------------------------------------------------------------------------------
 Total Shareholders' Equity                                                       1,906,100                2,539,000
---------------------------------------------------------------------------------------------------------------------
 Total Liabilities and Equity                                                   $ 7,521,300              $10,723,500
=====================================================================================================================


                                       3


<PAGE>


                                                    COMC, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                 Three Months Ended September 30,   Nine Months Ended September 30,
                                                                      2001             2000              2001             2000
                                                                  -----------      -------------      -----------      ------------
                                                                  (Unaudited)       (Unaudited)       (Unaudited)       (Unaudited)

Revenues:
     Data and voice services                                     $  4,499,300      $  8,536,400      $ 16,102,800      $ 20,907,400
     Recruiting services                                              634,300           689,000         3,059,900         2,186,100
-----------------------------------------------------------------------------------------------------------------------------------
Total Revenues                                                      5,133,600         9,225,400        19,162,700        23,093,500
-----------------------------------------------------------------------------------------------------------------------------------

Cost of Revenues:
     Cost of revenues -  Data and Voice services                    2,809,500         5,801,000        10,799,100        12,605,800
     Cost of revenues -  Recruiting services                          534,200           415,000         2,424,700         1,381,500
-----------------------------------------------------------------------------------------------------------------------------------
Total Cost of Revenues                                              3,343,700         6,216,000        13,223,800        13,987,300
-----------------------------------------------------------------------------------------------------------------------------------
           Gross profit                                             1,789,900         3,009,400         5,938,900         9,106,200
-----------------------------------------------------------------------------------------------------------------------------------

     Selling, general and administrative                            1,851,000         2,466,100         6,399,700         5,622,000
     Noncash expenses:
           Depreciation and amortization                               84,300            69,500           257,000           195,500
-----------------------------------------------------------------------------------------------------------------------------------
Total Selling, General and Administrative Expenses                  1,935,300         2,535,600         6,656,700         5,817,500
-----------------------------------------------------------------------------------------------------------------------------------

(Loss) Income From Operations                                        (145,400)          473,800          (717,800)        3,288,700
-----------------------------------------------------------------------------------------------------------------------------------

Other Income (Expense)
     Interest income                                                       --            68,900               500           173,400
     Interest expense                                                (109,500)         (111,600)         (268,400)         (386,400)
     Other, net                                                          (200)              400             5,100            (1,900)
-----------------------------------------------------------------------------------------------------------------------------------
Total Other Income (Expense)                                         (109,700)          (42,300)         (262,800)         (214,900)
-----------------------------------------------------------------------------------------------------------------------------------

(Loss) Income Before Provision for Income Taxes                      (255,100)          431,500          (980,600)        3,073,800

Provision for Income Taxes                                           (106,000)          163,800          (347,700)        1,198,800
-----------------------------------------------------------------------------------------------------------------------------------

Net (Loss) Income                                                $   (149,100)     $    267,700      $   (632,900)     $  1,875,000
===================================================================================================================================

Basic (Loss) Income Per Common Share                             $      (0.01)     $       0.02      $      (0.04)     $       0.11
Diluted (Loss) Income Per Common Share                           $      (0.01)     $       0.01      $      (0.04)     $       0.09
===================================================================================================================================


Basic Weighted-Average Common Shares Outstanding                   17,392,754        17,392,754        17,392,754        16,737,311
Diluted Weighted-Average Common Shares Outstanding                 17,392,754        20,869,851        17,392,754        20,887,175



                                       4


<PAGE>



                       COMC, INC. AND SUBSIDIARIES
                  Consolidated Statement of Cash Flows


---------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,                                                  2001                  2000
=====================================================================================================================
                                                                              (Unaudited)           (Unaudited)
Cash Flows From Operating Activities:
Net (Loss) Income                                                             $  (632,900)         $ 1,875,000

Adjustments to reconcile net (loss) income to net cash (used in) provided by
   operating activities:
       Depreciation and amortization                                              276,500              285,900
       Loss on disposition of capital equipment                                      --                 10,200
       Allowance for doubtful accounts                                               (700)             (25,300)
       Deferred income taxes                                                       48,900                 --

Changes in operating assets and liabilities:
       Accounts receivable                                                      3,094,900           (6,965,300)
       Inventories                                                                (55,600)            (122,600)
       Prepaid expenses and other current assets                                   38,400              (84,800)
       Accounts payable                                                        (1,109,900)           2,513,000
       Accrued expenses                                                          (134,800)             355,900
       Refundable income taxes                                                   (434,700)                --
       Customer deposits                                                       (2,580,000)           5,623,400
       Other current liabilities                                                     --                (45,200)
=====================================================================================================================
Net Cash (Used in) Provided by Operating Activities                            (1,489,900)           3,420,200
=====================================================================================================================

Cash Flows From Investing Activities
       Deposits                                                                    (2,600)             (66,200)
       Proceeds from sales of property and equipment                                 --                  1,000
       Purchase of property and equipment                                         (90,400)            (482,100)
=====================================================================================================================
Net Cash Used in Investing Activities                                             (93,000)            (547,300)
=====================================================================================================================

Cash Flows From Financing Activities
       Advances from bank loans and other credit institutions                  22,089,000              389,400
       Repayments on bank loans and other credit institutions                 (20,833,600)          (2,757,500)
       Sales of common stock                                                         --              1,792,500
       Repurchase of common stock                                                    --               (472,500)
=====================================================================================================================
Net Cash Provided by (Used in) Financing Activities                             1,255,400           (1,048,100)
=====================================================================================================================

Net (Decrease) Increase in Cash and Cash Equivalents                             (327,500)           1,824,800
   Cash and Cash Equivalents, beginning of period                                 331,500              385,100
=====================================================================================================================
   Cash and Cash Equivalents, end of period                                   $     4,000          $ 2,209,900
=====================================================================================================================

Cash Paid For:
       Interest                                                               $   266,400          $   296,000
       Income Taxes                                                           $    10,000          $ 1,225,500
</TABLE>


                                       5


<PAGE>

1. 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 and nine
months  ended  September  30,  2001 and  2000,  (b) the  financial  position  at
September 30, 2001 and(c) the cash flows for the nine months ended September 30,
2001 and 2000.  Interim results are not necessarily  indicative of results for a
full year.

         The consolidated balance sheet presented as of December 31, 2000 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 2000 Annual Report on Form 10-KSB filed on April 16,
2001.

2.       BANK BORROWINGS

         The Company has a $3,500,000 revolving line of credit with Coast
Business Credit ("Coast"). This line of credit was set to expire in September
2001, but was extended until November 30, 2001. The Company's borrowings under
the line of credit bear interest at Coast's prime rate plus 2% and are
collateralized by our accounts receivable, inventories, property and equipment.
The loan agreement with Coast contains certain restrictive covenants, which
require that we maintain certain financial ratios regarding tangible net worth
and includes among other things, restrictions as to percentages of eligible
receivables. As of September 30, 2001, the outstanding balance on this line of
credit was $2,255,400, and there was $304,500 available under the line of
credit against eligible assets.

         The Company is currently in discussions with other lending institutions
interested in replacing the existing line of credit with credit facilities up to
$5.0 million. Prior negotiations with another lender to replace the existing
line of credit were not concluded in September 2001 due to the lack of Company
profitability.

         As a result, the Company entered into discussions with a small group of
private investors to raise up to $2.5 million in additional equity. The Company
believes that such an investment will return its net worth closer to that as of
December 31, 2000, and establish a new lending relationship as well as financing
on more favorable terms. Simultaneously, the Company is in discussions with
Coast Business Credit to further extend the existing line of credit maturity
date to January 31, 2002.





<PAGE>



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

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

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

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


Results of Operations:

Dollars in Thousands            Quarter ended          Nine Months ended
--------------------            September 30:             September 30:

                                2001       2000         2001      2000
                                ----       ----         ----       ----
     Net Revenues
     ------------
     Data & Voice Services    $4,499     $8,536          $16,103   $20,907
     Recruitment Services     $  634     $  689          $ 3,060   $ 2,186
     --------------------     ------     ------          -------   -------
        Total Revenues        $5,133     $9,225          $19,163   $23,093

         Our revenues were $5,133,600 and $9,225,400 for the three months ended
September 30, 2001 and 2000, respectively, representing a decrease of 44.4%.
This decrease was due primarily to a 47.3% decrease in Data and Voice Services
revenue for the period, and a 7.9% decrease in Recruitment Services revenue. The
decline in Data and Voice Services revenue was due to the deferment of, and in
certain cases existing customers' cancellation of discretionary project work.
The decline in Recruitment Services was the result of a continued decline in the
overall demand for temporary employees related to the downturn in the economy.

         Our revenues were $19,162,700 and $23,093,500 for the nine months ended
September 30, 2001 and 2000, respectively, representing a decrease of 17.0%.
This decrease was due primarily to a 23.0% decrease in Data and Voice Services
revenue for the period, offset by a 40.0% increase in Recruitment Services
revenue. Data and Voice Services decreased from the prior year as project work
declined due to a downturn in the economy, resluting in a reduction of
discretionary project expenditures by our customers. Recruitment Service revenue


                                       6
<PAGE>

benefited from a significant increase in demand for short term contract
employees by one of our larger clients in the second fiscal quarter, which had
no impact on first or third quarter revenues.

<TABLE>
<CAPTION>
Dollars in Thousands                  Quarter ended September 30:              Nine Months ended September 30:
--------------------                  ---------------------------              -------------------------------
                                             Gross               Gross                 Gross               Gross
                                             Profit              Profit                Profit              Profit
                                    2001     Margin     2000     Margin       2001     Margin     2000     Margin
                                    ----     ------     ----     ------       ----     ------     ----     ------
Gross Profits
       -------------
<S>                                 <C>       <C>      <C>        <C>        <C>       <C>      <C>        <C>
       Data & Voice Services        $1,690    37.6%    $2,735     32.0%      $5,304    32.9%    $8,302     39.7%
       Recruitment Services         $  100    15.8%    $  274     39.8%      $  635    20.8%    $  804     36.8%
       ---------------------        ------    ----     ------     ----       ------    ----     ------     ----
       Total Gross Profits          $1,790    34.9%    $3,009     32.6%      $5,939    31.0%    $9,106     39.4%
</TABLE>


         Cost of revenues was $3,343,700 and $6,216,000 for the three months
ended September 30, 2001 and 2000, respectively, representing a decrease of
46.2%. Conversely, our Gross Profit for the comparable periods was $1,789,900
and $3,009,400, respectively, representing a decrease of 40.5%. Gross profit and
margin for Data and Voice Services was $1,689,800 and 37.6%, respectively, for
the three months ended September 30, 2001 as compared with $2,735,400 and 32.0%,
respectively, for the three months ended September 30, 2000. The increase in
percentage margin was due to a more favorable mix of maintenance revenues with
higher profit margins in the third quarter of 2001, versus the third quarter of
2000, and a reduction in project revenues, which in the third quarter of 2000,
had uncharacteristically low margins. Gross profit and margin for Recruitment
Services were $100,100 and 15.8%, respectively for the three months ended
September 30, 2001 as compared with $274,000 and 39.8%, respectively for the
three months ended September 30, 2000. The decrease in margin was due to a lower
percentage of permanent placement revenue as compared to the prior period, which
has significantly higher contribution margin.

         Cost of revenues was $13,223,800 and $13,987,300 for the nine months
ended September 30, 2001 and 2000, respectively. Our Gross Profit for the
comparable nine month period was $5,938,900, and $9,106,200, respectively, or a
decline of 34.8%. Our Recruitment Services gross profit margin fell from 36.8%
to 20.8%, while gross profits remained flat. Our Voice and Data Services gross
profit margin declined from 39.7% to 32.9%, while gross profits declined by
36.1% for the comparable nine month period. The declines in gross profit margin
and gross profits were attributable to more competitive pricing on non-project
based Voice and Data services, as well as a reduction in higher margin project
based revenue in the period.

         Selling, general and administrative ("SG&A") expenses decreased 24.9%
from $2,466,100 for the three months ended September 30, 2000 to $1,851,000 for
the three months ended September 30, 2001. This also compares with $2,152,700 of
similar expense in the previous quarter ended June 30, 2001, or a decrease of
14.0%. The decrease in year over year comparable quarters was due to a reduction
in staffing company-wide due to the decrease in our project business. We
continued to make additional discretionary cuts to SG&A late into the third
quarter, which did not have a significant impact on SG&A reductions in the third
quarter, but will in the fourth fiscal quarter ending December 31, 2001.

         Also included in our SG&A expenses are our holding company expenses,
which decreased by $288,400 from $468,900 for the three months ended September
30, 2000 to $180,500 for the three months ended September 30, 2001. Our prior
quarter holding company expenses were $214,500 for the period ended June 30,
2001. The decrease in expense was due to reduced legal and due diligence costs
related to merger and acquisition activities, as well as staffing.

         Depreciation and amortization expenses were $84,300 and $69,500 for the
three months ended September 30, 2001 and 2000, respectively. This slight
increase was due to the purchase of additional field service and new office
equipment in prior periods. We expect that depreciation will continue to
increase in dollar terms as a result of additional investments in capital
equipment required to support the anticipated growth in our business.



                                       7

<PAGE>

Dollars in Thousands                   Quarter ended
--------------------                    September 30
                                      2001       2000
                                      ----       ----
Operating Income (Loss) Before
  Depreciation and Amortization       ($61)      $543

         Operating Income Before Depreciation and Amortization ("EBITDA")
decreased to a loss of $61,100 for the three months ended September 30, 2001
from income of $543,300 for the three months ended September 30, 2000. This
also compares with a loss of $112,300 for the previous quarter ended June 30,
2001.

         EBITDA represents operating income before deductions for depreciation
and amortization. EBITDA has been presented because we believe it is commonly
used by investors to analyze operating performance and to determine a company's
ability to incur or service indebtedness. EBITDA should not be considered in
isolation or as a substitute for net income, cash flow from operations or any
other measure of income or cash flow that is prepared in accordance with
generally accepted accounting principles, or as a measure of a company's
profitability or liquidity. In addition, our definition of EBITDA may not be
identical to similarly entitled measures used by other companies.

         Interest Income decreased from $68,900 for the three months ended
September 30, 2000 to $0 for the three months ended September 30, 2001 due to a
lack of daily cash balances, with earned interests rates remaining relatively
constant throughout the comparable periods.

         Interest Expense decreased for the three months ended September 30,
2001 to $109,500 from $111,700 for the three months ended September 30, 2000,
due to decreased borrowing and a falling prime borrowing rate.

         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 expense of $200 for the three months ended September
30, 2001, versus income of $400 for the three months ended September 30, 2000.

         An Income Tax  provision  of  $163,800  was taken for the three  months
ended  September  30,  2000,  versus an Income Tax benefit of  $106,000  against
losses for the quarter ended September 30, 2001.

         Net Income (Loss) decreased to a loss of $149,100, or ($.01) per share,
fully-diluted, for the three months ended September 30, 2001 versus Net Income
of $267,700 or $.01 per share, fully-diluted, for the three months ended
September 30, 2000.

Liquidity and Capital Resources

         Cash and cash equivalents decreased to $4,000 at September 30, 2001
compared to $331,500 at December 31, 2000.

         Cash Flows From Operating Activities: For the nine months ended
September 30, 2001, cash consumed by operating activities was $1,489,900 which
resulted primarily from our net loss for the first nine months of $632,900,
increased by non-cash charges of $324,700, increased by our decline in operating
assets of $2,643,000 and decreased by our decline in liabilities, primarily
decreases in customer deposits, of $3,824,700.

         Accounts receivable decreased $3,094,900 due to increased collection
activity in the first nine months of 2001. Payables and accruals decreased
$1,244,700 due to a reduction in purchases and accrued payroll along with a
decrease in customer deposits of $2,580,000.

         Cash Flows From Investing Activities: For the nine months ended
September 30, 2001, net cash used for investing activities was $93,000 as a
result of $90,400 in new equipment and leasehold improvement purchases, and
deposit increases of $2,600.

         Cash  Flows  From  Financing  Activities:  For the  nine  months  ended
September  30,  2001,  net  cash  provided  by  our  financing   activities  was
$1,255,400,


                                       8
<PAGE>

due primarily to net line of credit borrowings of $1,275,700, offset by a
reduction in long term debt of $20,300.

         Our net working capital at September 30, 2001 was a positive
$1,688,100, a decrease of $469,700 from December 31, 2000. We believe that our
current cash flow from operations plus our present sources of liquidity from
current assets, and funds from the Line of Credit Facility, will be sufficient
to finance operations for the foreseeable future and meet our short-term
obligations.

         We have depended on a few large customers for the majority of our
revenue to date. A loss of any one could have a material effect on our
liquidity. Due to the quality of our major customers, the ultimate
collectability of accounts receivable has not been a problem.  However, due to
their slow payment history, we have taken steps to improve the collection
process.  These steps include the hiring of additional collections personnel
and a more active communication and follow-up with these customers.

        As of September 30, 2001, our three largest customers accounted for
82.2% of the gross account receivables, or 31.1%, 26.8% and 24.3%, respectivley.





                                       9
<PAGE>



Part II.  OTHER INFORMATION

Item 1.   Legal proceedings

         We are currently involved in two separate legal proceedings, and
successfully defended a third. The first proceeding involves a claim we have
submitted to a former municipal customer, the City of Los Angeles, for failure
to pay invoices in the approximate amount of $140,000. These invoices related to
work performed in 1998 and 1999. A settlement has been reached which insures
that the total amount of the invoices will be paid by the City of Los Angeles.

         The second claim involves Metropolitan Talent Agency ("Metropolitan"),
which filed a complaint against ICF Communication Solutions, Inc. ("ICF") (a
wholly-owned subsidiary of the Company) in Los Angeles Superior Court, alleging
breach of contract and negligence. Both claims contend that ICF breached an
alleged contract to maintain Metropolitan's phone lines, and that this breach
harmed Metropolitan's business. We feel the claim is baseless and without merit
due in part to the fact that Metropolitan was never a customer of the Company.
Metropolitan served its complaint on the Company's registered agent for service
of process, United Corporate Services, Inc. ("UCS"). UCS failed to inform ICF or
its counsel of this suit, and ICF did not become aware of it until after the
statutory time to respond to the complaint had passed. Metropolitan's counsel
moved, and the Court ordered an entry of default and default judgment against
ICF in the stated amount of $3.4 million. We have requested that the court set
the default judgement aside and allow the case to proceed on its merits,
contending that UCS' failure to notify ICF of the suit, the baseless nature of
Metropolitan's claims, and several procedural defects with Metropolitan's
request for a default, require that the default be vacated. The Court set the
matter for hearing on December 12, 2001. Based on the foregoing, the Company
believes the Court will grant our motion. If the Court does so, we intend to
vigorously defend against Metropolitan's claims.

         In July of 2001, we successfully defended ourselves against a claim
made by a former employee of ICF, who alleged that he was owed unspecified
commissions and business expenses equal to $116,000. Based on the facts
presented, the California State Labor Commission awarded only two days of
additional unpaid accrued vacation amounting to $1,600, for which we had
reserved.

Item 2.   Changes in Securities

      Not Applicable

Item 3.   Defaults Upon Senior Securities

      Not Applicable

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

      Not Applicable

Item 5.   Other Information

         Not Applicable





                                       10

<PAGE>


Item 6.   Exhibits and Reports on Form 8-K

        (a)  Exhibits

                None

        (b)  Reports on Form 8-K

                 None




                                       11

<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/ Christopher Smith
                                 ------------------------
                                 Christopher Smith, Chief Executive Officer and
                                 President

Dated:  November 14, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below as of November 15, 2001 by the following persons on behalf
of Registrant and in the capacities indicated.

                                 /s/ George L. Camberis
                                 -----------------------
                                 (Principal Financial and Accounting Officer)



                                       12