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                     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, 2002

        [ ] 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)

                             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 May 15, 2002 a total of 25,523,958 shares of COMC's common stock
were issued; 21,812,721 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
     Consolidated Balance Sheets............................................   2
     Consolidated Statement of Operations...................................   3
     Consolidated Statement of Cash Flows...................................   4
Item 2. Management Discussion and Analysis .................................   5

Part II. Other Information..................................................   8
Item 1. Legal Proceedings...................................................   8
Item 2. Changes in Securities...............................................   9
Item 3. Defaults Upon Senior Securities.....................................   9
Item 4. Submission of Matters to a Vote of Security Holders.................   9
Item 5. Other Information...................................................   9
Item 6. Exhibits and Reports on Form 8-K....................................   9



<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                            COMC, Inc. and Subsidiary

                           Consolidated Balance Sheets

                                                       March 31,    December 31,
                                                          2002          2001
--------------------------------------------------------------------------------
                                                      (Unaudited)
Assets

Current:
  Cash and cash equivalents                          $   153,400    $   200,700
  Accounts receivable, less allowance for
    doubtful accounts of $75,000
    and $75,000, respectively                          2,191,900      3,375,200
  Unbilled receivables, net                              995,700        635,000
  Inventories                                            177,000        198,900
  Prepaid expenses and other current assets              212,500         84,600
  Refundable income taxes                                608,500        404,100
  Deferred income taxes                                  129,900        129,900
--------------------------------------------------------------------------------
Total Current Assets                                   4,468,900      5,028,400
Property and Equipment, net                              823,600        900,200
Other Assets                                              81,600         75,300
--------------------------------------------------------------------------------
Total Assets                                          $5,374,100     $6,003,900
--------------------------------------------------------------------------------
Liabilities and Shareholders' Equity

Current Liabilities:
  Bank borrowings                                    $ 1,196,700    $ 1,663,200
  Accounts payable                                       507,200        852,500
  Accrued expenses                                       801,100        916,100
  Current portion of long-term debt                       22,400         25,500
--------------------------------------------------------------------------------
Total Current Liabilities                              2,527,400      3,457,300
Long-term Debt, less current portion                       8,700         12,300
Related Party Notes Payable                              750,000        750,000
Deferred Income Taxes                                     72,000         72,000
--------------------------------------------------------------------------------
Total Liabilities                                      3,358,100      4,291,600
--------------------------------------------------------------------------------

Commitments and Contingencies
Shareholders' Equity:
  Common stock, $.01 par value; 40,000,000 shares
    authorized; 25,513,958 and 21,193,991 shares issued;
    21,712,721 and 17,392,754 shares outstanding,
    respectively                                         255,100        211,900
Additional paid-in capital                            16,307,300     15,727,500
Accumulated deficit                                  (12,294,200)   (11,974,800)
Treasury stock at cost; 3,801,237 and
  3,801,237 shares, respectively                      (2,252,300)    (2,252,300)
--------------------------------------------------------------------------------
Total Shareholders' Equity                             2,016,000      1,712,300
--------------------------------------------------------------------------------
                                                      $5,374,100     $6,003,900
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.


                                       2

<PAGE>



                            COMC, Inc. and Subsidiary

                      Consolidated Statement of Operations

Three Months Ended March 31,                            2002           2001
--------------------------------------------------------------------------------
                                                     (Unaudited)    (Unaudited)
Revenues:
  Data and voice services                             $3,227,900     $6,149,600
  Recruitment services                                   127,500      1,021,000
--------------------------------------------------------------------------------
                                                       3,355,400      7,170,600
--------------------------------------------------------------------------------

Cost of Revenues:
  Data and voice services                              2,034,400      4,343,800
  Recruitment services                                   110,900        718,400
--------------------------------------------------------------------------------
                                                       2,145,300      5,062,200
--------------------------------------------------------------------------------

Gross Profit                                           1,210,100      2,108,400
--------------------------------------------------------------------------------
Operating Expenses:
  Selling, general, and administrative                 1,573,800      2,396,000
  Noncash expenses:
    Depreciation and amortization                         78,400         87,000
--------------------------------------------------------------------------------
                                                       1,652,200      2,483,000
--------------------------------------------------------------------------------

Loss From Operations                                    (442,100)      (374,600)
--------------------------------------------------------------------------------
Other Income (Expense):
  Interest income                                             --            400
  Interest expense                                       (36,500)       (67,800)
  Interest expense, related party                        (21,700)       (25,200)
  Other                                                  (23,400)         1,700
--------------------------------------------------------------------------------
                                                         (81,600)       (90,900)
--------------------------------------------------------------------------------
Loss Before Provision Benefit for
  Income Taxes                                          (523,700)      (465,500)
Provision Benefit for Income Taxes                      (204,400)           --
--------------------------------------------------------------------------------
Net Loss                                              $ (319,300)    $ (465,500)
--------------------------------------------------------------------------------
Basic and Diluted Loss Per Common Share                   $(0.02)        $(0.03)
--------------------------------------------------------------------------------
Basic Weighted-Average Common
  Shares Outstanding                                  20,199,399     17,392,754
Diluted Weighted-Average Common
  Shares Outstanding                                  24,839,786     22,033,141
--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


                                       3

<PAGE>


                            COMC, Inc. and Subsidiary

                      Consolidated Statement of Cash Flows


Three Months Ended March 31,                            2002           2001
--------------------------------------------------------------------------------
                                                     (Unaudited)    (Unaudited)

Cash Flows From Operating Activities:
  Net (Loss) Income                                   $ (319,300)   $  (465,500)
  Adjustments to reconcile net (loss) income
   to net cash used in operating activities:
     Depreciation and amortization                        78,400         87,000
     Amortization of deferred finance charge               6,500          2,500
     Changes in operating assets and liabilities:
      Accounts receivable                                822,600        486,400
      Inventories                                         21,900       (122,400)
      Prepaid expenses and other current assets         (127,900)        16,500
      Accounts payable                                  (345,300)       718,500
      Accrued expenses                                   (51,200)        58,500
      Income taxes payable/refundable                   (204,400)           --
      Customer deposits                                       --     (2,580,000)
      Other current liabilities                          (63,800)           --
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities                   (182,500)    (1,798,500)
--------------------------------------------------------------------------------
Cash Flows From Investing Activities:
  Deposits                                               (13,300)       (10,200)
  Purchase of property and equipment                      (1,300)       (65,100)
--------------------------------------------------------------------------------
Net Cash Used In by Investing Activities                 (14,600)       (75,300)
--------------------------------------------------------------------------------
Cash Flows From Financing Activities
  Sale of common stock, net of offering costs            623,000            --
  Advances from bank loans                             6,648,400      6,125,000
  Repayments on bank loans                            (7,114,900)    (4,378,000)
  Payments for long-term debts                            (6,700)        (6,700)
--------------------------------------------------------------------------------
Net Cash Provided By Financing
  Activities                                             149,800      1,740,300
--------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                (47,300)      (133,500)
Cash and Cash Equivalents, beginning of period           200,700        331,500
--------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period              $  153,400    $   198,000
--------------------------------------------------------------------------------
Cash Paid For:
   Interest                                           $  115,500    $    67,800
   Income taxes                                       $    3,700    $       --
--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


                                       4

<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 ended March
31, 2002 and 2001, (b) the Company's financial position at March 31, 2002 and
(c) the cash flows for the three months ended March 31, 2002 and 2001. Interim
results are not necessarily indicative of results for a full year.

         The consolidated balance sheet presented as of December 31, 2001 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 2001 Annual Report on Form 10-KSB filed on April 16,
2002.

2. BANK BORROWINGS

         The Company has secured a $2,000,000 revolving line of credit under a
Revolving Credit Loan & Security Agreement (the "Agreement") with Comerica Bank
(the "Bank") that expires in February 2003. The borrowings under the Agreement
are limited to no more than 80% of our eligible accounts receivable (as defined
in the Agreement), bear interest at the Bank's prime rate plus 2.0% (6.75% as of
March 31, 2002) and are collateralized by our 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 in the Agreement),
debt to tangible net worth (as defined in the Agreement), and current ratio, and
maintain certain minimum levels of tangible net worth (as defined in the
Agreement) and net income (as defined in the Agreement). We were not profitable
in the first quarter this year 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. If we are
unable to satisfy all financial covenants in the future, we will be in default
and the Bank will have the right to exercise various remedies afforded under the
Agreement, including the right to demand immediate payment in full of the then
outstanding balance under the line of credit. If this were to occur, management
believes that we could obtain alternative sources of financing, based on
discussions with other lenders in the business community. However, obtaining
such alternative sources of financing may prove costly and, should such
alternative financing not be readily available, any resulting temporary lack of
available financing could have a materially unfavorable effect on 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 future
growth and acquisitions. As of March 31, 2002, the outstanding balance under the
line of credit was $1,196,700, and $297,100 was available under the line of
credit.

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

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


                                       5


<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.

Results of Operations:

Dollars in Thousands            Quarters ended
--------------------               March 31:
                                2002       2001
                                ----       ----
     Net Revenues
     ------------
     Data & Voice Services     $3,228     $6,150
     Recruitment Services         127     $1,021
     --------------------      ------     ------
        Total Revenues         $3,355     $7,171

         Our revenues were $3,355,400 and $7,170,600 for the three months ended
March 31, 2002 and 2001, respectively, representing a decrease of 53.2%. This
decrease was due primarily to a 47.5% decrease in Data and Voice Services
revenue for the period, and a 87.6% decrease in Recruitment Services revenue.
Compared with revenue of $4,243,700 generated in the fourth quarter ended
December 31, 2001, our first quarter revenue declined 20.9%. 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.

Dollars in Thousands                Quarters ended March 31:
--------------------
                                          Gross             Gross
                                         Profit            Profit
                                    2002 Margin     2001   Margin
                                    ---- ------     ----   ------
     Gross Profits
     -------------
     Data & Voice Services        $1,193   37.0%   $1,806   29.4%
     Recruitment Services         $   17   13.0%   $  302   29.6%
     ---------------------        ------   ----    ------   ----
     Total Gross Profits          $1,210   36.1%   $2,108   29.4%

         Cost of revenues was $2,145,300 and $5,062,200 for the three months
ended March 31, 2002 and 2001, respectively, representing a decrease of 57.6%.
Conversely, our Gross profit for the comparable periods was $1,210,100 and
$2,108,400, respectively, representing a decrease of 42.6%. Gross profit and
margin for Data and Voice Services was $1,193,500 and 37.0%, respectively, for
the three months ended March 31, 2002 as compared with $1,805,800 and 29.4%,
respectively, for the three months ended March 31, 2001. The increase in margin
was due to a lack of expensive subcontracted labor on out-of-area projects.
Gross profit and margin for Recruitment Services were $16,600 and 13.0%,
respectively for the three months ended March 31, 2002 as compared with $302,600
and 29.6%, respectively for the three months ended March 31, 2001. 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 34.3%
from $2,396,000 for the three months ended March 31, 2001 to $1,573,800 for the
three months ended March 31, 2002. This also compares with $1,484,000 of similar
expense in the previous quarter ended December 31, 2001, or an increase of 6.1%.
The decrease in year over year comparable quarters was due to the reductions
that we instituted over the 3rd and 4th quarters of 2001 in response to the
overall softness in the economy. The increase from the previous quarter was
caused by a reduction of the bad debt allowance (and related expense) by
$119,000 in the previous quarter.

         Also included in our SG&A expenses are our holding company expenses,
which decreased by $30,800 from $200,800 for the three months ended March 31,
2001 to $170,000 for the three months ended March 31, 2001. Our prior quarter
holding company expenses were $151,800 for the period ended December 31, 2001.
The increase in expense was due to filing and legal fees incurred in the
quarter. SG&A expenses for ICF's operations decreased from $2,195,200 for the
three months ended March 31, 2001 to $1,403,800 for the three months ended March
31, 2001.


                                       6

<PAGE>

         Depreciation and amortization expenses were $78,400 and $87,000 for the
three months ended March 31, 2002 and 2001, 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:
                                                2002       2001
                                                ----       ----
Operating Loss Before
  Depreciation and Amortization                ($364)     ($288)

         Operating Loss Before Depreciation and Amortization ("EBITDA")
decreased to a loss of $363,700 for the three months ended March 31, 2002 from a
loss of $287,600 for the three months ended March 31, 2001.

         EBITDA represents income before deductions for interest, taxes,
depreciation and amortization and other income (expense). 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 $400 for the three months ended March
31, 2001 to $0 for the three months ended March 31, 2002 due to lower average
daily cash balances, with earned interests rates remaining relatively constant
throughout the comparable periods.

         Interest expense decreased for the three months ended March 31, 2002 to
$58,200 from $93,000 for the three months ended March 31, 2000, due to decreased
borrowing. Our related party interest expenses declined from $25,200 to $21,700,
for the quarters ended March 31, 2001 and 2002. We did experience a significant
decreased in comparable borrowing under our working capital line of credit,
which resulted in a decrease in interest expense from $67,800 to $36,500,
respectively, for the quarters ended March 31, 2001 and 2002.

         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 $23,400 for the three months ended March
31, 2002, versus income of $1,700 for the three months ended March 31, 2001.

         An income tax benefit of $204,400 was taken for the three months ended
March 31, 2002 due to losses for the quarter, versus zero provision against
losses for the quarter ended March 31, 2001. 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, 2001, the Company provided a
valuation allowance on all of the deferred tax asset associated with the losses
incurred during the quarter.

         Net Loss decreased to a loss of $319,300, or ($0.02) per share,
fully-diluted, for the three months ended March 31, 2002 versus Net Loss of
$465,500, or ($0.03) per share, fully diluted, for the three months ended March
31, 2001.

Liquidity and Capital Resources

         Cash and cash equivalents decreased to $153,400 at March 31, 2002
compared to $200,700 at December 31, 2001.

         Cash Flows From Operating Activities. For the three months ended March
31, 2002, cash consumed by operating activities was $182,500 which resulted
primarily from our net loss for the first three months of $319,300, increased by
non-cash charges of $84,900, and by our decline in operating assets of $505,200,
and decreased by our decline in liabilities, primarily payables, of $462,300.

         Accounts receivable decreased by $822,600 due to increased collection
activity in the first three months of 2002. Payables and accruals decreased
$398,500 due to a reduction in purchases and accrued payroll.

         Cash Flows From Investing Activities. For the three months ended March
31, 2002, net cash used for investing activities was $14,600 as a result of
$1,300 in new equipment purchases, and deposit increases of $13,300.


                                       7

<PAGE>

         Cash Flows From Financing Activities. For the three months ended March
31, 2001, net cash provided by our financing activities was $149,800, due
primarily to the sale of common stock of $623,000 offset by a reduction in our
line of credit of $466,500, and by a reduction in long term debt of $6,700.

         Our long-term liabilities include $750,000 in Related Party Notes
Payable. Interest is accruing at 8% per annum on these Notes and is paid
monthly.

         Our net working capital at March 31, 2002 was a positive $1,941,500, an
increase of $370,400 from December 31, 2001. We believe that our current cash
flows from operations plus our present sources of liquidity from current assets,
and funds from our Line of Credit Facility, will be sufficient to finance
operations for the foreseeable future and meet our short-term obligations.

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


Part II. OTHER INFORMATION

Item 1. Legal proceedings

         We settled one legal proceeding during the first quarter of the year
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 plans to file a summary judgment motion on Metropolitan's breach
of contract claim in May 2002.

         A trial date has been set for June 19, 2002.

         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.


                                       8

<PAGE>


Item 2. Changes in Securities

         At the Board of Directors Meeting on November 11, 2001, our Board
authorized management to raise up to $3,000,000 of equity from the sale of
Common Stock in COMC at a price equal to or greater than $.15 per share. From
February 14, 2002 through April 2, 2002, we raised approximately $650,000
through a private placement of 4,329,967 shares of our common stock for $.15 per
share 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.

Item 3. Defaults Upon Senior Securities

         The Company was not profitable in the first quarter of this year 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.


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.

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.


                                   SIGNATURES

Dated:  May 15, 2002

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

                                    /s/ George L. Camberis
                                   -----------------------
                                   George L. Camberis, Chief Financial Officer,


                                       9