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: June 30, 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 August 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]


<PAGE>



                                Table of Contents

                                      10QSB

PART I. Financial Information................................................ 3
Item 1. Financial Statements................................................. 3
Consolidated Balance Sheets.................................................. 3
Consolidated Statements of Operations........................................ 4
Consolidated Statements of Cash Flows........................................ 5

Item 2. Management Discussion and Analysis................................... 7

Part II. Other Information...................................................10
Item 1. Legal Proceedings....................................................10
Item 2. Changes in Securities................................................11
Item 3. Defaults Upon Senior Securities......................................12
Item 4. Submission of Matters to a Vote of Security Holders..................12
Item 5. Other Information....................................................12
Item 6. Exhibits and Reports on Form 8-K.....................................12



                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

                                                                             June 30,      December 31,
                                                                              2002             2001
                                                                          ------------    ------------
                                                                           (Unaudited)
<S>                                                                       <C>             <C>
ASSETS

CURRENT ASSETS
      Cash and cash equivalents                                           $    165,200    $    200,700
       Accounts receivable, net of allowance for doubtful accounts of
         $75,000 and $75,000, respectively                                   1,244,800       3,375,200
      Unbilled Revenue, net                                                    643,100         635,000
      Inventories                                                              195,700         198,900
      Refundable income taxes                                                  496,300         404,100
      Deferred income taxes                                                    129,900         129,900
      Prepaid expenses and other current assets                                295,200          84,600
                                                                          ------------    ------------
             TOTAL CURRENT ASSETS                                            3,170,200       5,028,400
                                                                          ------------    ------------
 PROPERTY AND EQUIPMENT, Net                                                   884,400         900,200

 OTHER ASSETS
      Deferred Finance charges                                                   4,500          18,600
      Deposits                                                                  66,900          56,700
                                                                          ------------    ------------
             TOTAL OTHER ASSETS                                                 71,400          75,300
                                                                          ------------    ------------
             TOTAL ASSETS                                                 $  4,126,000    $  6,003,900
                                                                          ============    ============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES
      Bank credit line payable                                            $    272,700    $  1,663,200
      Current portion of long-term debt                                         45,300          25,500
      Accounts payable                                                       1,112,200         852,500
      Accrued expenses                                                         728,100         849,300
      Accrued interest                                                           7,600          68,800
                                                                          ------------    ------------
             TOTAL CURRENT LIABILITIES                                       2,165,900       3,459,300
                                                                          ------------    ------------

 LONG-TERM DEBT, net of current portion                                        102,200          12,300
 NOTES PAYABLE TO STOCKHOLDERS                                                 750,000         750,000
 DEFERRED TAX                                                                   72,000          72,000
                                                                          ------------    ------------
 TOTAL LIABILITIES                                                           3,090,100       4,293,600
                                                                          ------------    ------------

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; 40,000,000 shares authorized;
issued and outstanding 25,523,958 and 21,193,991 shares issued;
21,722,721 and 17,392,754 shares outstanding, respectively                     255,300         211,900

Additional paid-in capital                                                  16,310,300      15,727,500
Accumulated deficit                                                        (13,277,400)    (11,976,800)
Treasury Stock at cost; 3,801,237 and
  3,801,237 shares, respectively                                            (2,252,300)     (2,252,300)
                                                                          ------------    ------------
             TOTAL SHAREHOLDERS' EQUITY                                      1,035,900       1,710,300
                                                                          ------------    ------------
             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $  4,126,000    $  6,003,900
                                                                          ============    ============
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


                                        3
<PAGE>

                                    COMC, INC. AND SUBSIDIARY
                               CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                        Three Months Ended June 30,            Six Months Ended June 30,
                                                        ---------------------------            -------------------------
                                                            2002            2001                  2002            2001
                                                        ------------    ------------          ------------    ------------
                                                         (Unaudited)     (Unaudited)           (Unaudited)     (Unaudited)
<S>                                                     <C>             <C>                   <C>             <C>
REVENUES
     Data and voice services                            $  2,794,600    $  5,453,900          $  6,022,500    $ 11,603,400
     Recruiting services                                     132,500       1,404,600               260,000       2,425,600
                                                        ------------    ------------          ------------    ------------
                                                           2,927,100       6,858,500             6,282,500      14,029,000
COSTS AND EXPENSES:
     Cost of revenues -  Data and Voice services           1,910,700       3,645,900             3,945,100       7,989,600
     Cost of revenues -  Recruiting services                 108,100       1,172,200               219,000       1,890,600
                                                        ------------    ------------          ------------    ------------
           Gross profit                                      908,300       2,040,400             2,118,400       4,148,800
                                                        ------------    ------------          ------------    ------------

     Selling, general and administrative                   1,754,500       2,133,300             3,328,300       4,510,400
     Depreciation and amortization                            80,000          85,700               158,400         172,700
                                                        ------------    ------------          ------------    ------------
            TOTAL GENERAL AND ADMINISTRATIVE EXPENSES      1,834,500       2,219,000             3,486,700       4,683,100
                                                        ------------    ------------          ------------    ------------

LOSS FROM OPERATIONS                                        (926,200)       (178,600)           (1,368,300)       (534,300)
                                                        ------------    ------------          ------------    ------------

OTHER INCOME (EXPENSE):
     Interest income                                              --             100                    --             500
     Interest expense                                        (20,400)        (65,900)              (56,900)       (158,900)
     Interest expense, related party                         (21,500)        (19,400)              (43,200)        (38,300)
     Other                                                   (13,200)          3,800               (36,600)          5,500
                                                        ------------    ------------          ------------    ------------
            TOTAL OTHER INCOME (EXPENSE)                     (55,100)        (81,400)             (136,700)       (191,200)

LOSS BEFORE INCOME TAX BENEFIT                              (981,300)       (260,000)           (1,505,000)       (725,500)

INCOME TAX BENEFIT                                                --        (241,700)             (204,400)       (241,700)
                                                        ------------    ------------          ------------    ------------
NET LOSS                                                $   (981,300)   $    (18,300)         $ (1,300,600)   $   (483,800)
                                                        ============    ============          ============    ============

Basic Income (Loss) per Common Share                    $      (0.05)   $      (0.00)         $      (0.06)   $      (0.03)
Diluted Income (Loss) per Common Share                  $      (0.05)   $      (0.00)         $      (0.06)   $      (0.03)

Basic Weighted-Average Common Shares Outstanding          21,722,700      17,392,700            20,944,700      17,392,700
Diluted Weighted-Average Common Shares Outstanding        21,722,700      17,392,700            20,944,700      17,392,700

</TABLE>


          See accompanying notes to Consolidated Financial Statements.

                                        4

<PAGE>


                           COMC, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2002 and 2001
<TABLE>
<CAPTION>

                                                                  2002           2001
                                                              -----------    -----------
                                                              (Unaudited)     (Unaudited)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                 $(1,300,600)   $  (483,800)
     Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities:
              Depreciation and amotization                        157,200        185,600
              Amortization of deferred finance charge              14,100              0
              Changes in operating assets and liabilities:
                  Accounts receivable                           2,122,300      2,417,800
                  Inventories                                       3,200       (106,400)
                  Prepaid expenses and other current assets      (210,600)        47,200
                  Deferred income taxes                                 0         25,100
                  Accounts payable                                259,700     (1,061,300)
                  Accrued expenses                               (180,400)       328,900
                  Income taxes payable/refundable                 (94,200)      (266,800)
                  Customer deposits                                     0     (2,580,000)
                  Other current liabilities                             0              0
                                                              -----------    -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               770,700     (1,493,700)
                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Deposits                                                     (10,200)       (10,300)
     Purchases of property and equipment                          (12,000)       (75,700)
                                                              -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                             (22,200)       (86,000)
                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock, net of offering costs                  626,200              0
     Advances from bank loans                                  10,082,300     14,647,900
     Repayments from bank loans                               (11,472,800)   (13,343,800)
     Payments of long-term debts                                  (19,700)             0
                                                              -----------    -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES              (784,000)     1,304,100
                                                              -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         (35,500)      (275,600)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    200,700        331,500
                                                              -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $   165,200    $    55,900
                                                              -----------    -----------
CASH PAID FOR:
    Interest                                                  $   103,100    $    86,600
    Income taxes                                              $         0    $         0
NONCASH INVESTING ACTIVITIES:
    Equipment under capital leases                            $   129,400    $         0

</TABLE>

           See accompanying notes to Consolidated Financial Statements

                                        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 to state fairly
the results  for the  periods  presented.  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
June 30, 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).  The Company was not
profitable  in the first six months 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, but has not yet provided a waiver for the second  quarter.  If the Company
is unable to satisfy all financial  covenants in the future, it will continue to
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 the Company 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  operations,  future growth and  acquisitions.  As of June 30, 2002, the
outstanding  balance under the line of credit was  $272,700,  cash balances were
$165,200, and $432,100 was available under the line of credit.

3. CHANGES IN SECURITIES

At the Board of  Directors  Meeting on November 11, 2001,  the  Company's  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,  the Company  raised  approximately
$650,000 through a private placement of 4,329,967 shares of the Company's 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.


                                       6
<PAGE>

Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations

Certain matters discussed herein may constitute forward-looking statements, with
in the meaning of the Private  Securities  Litigation  Reform Act of 1995 and as
such may  involve  risks and  uncertainties.  These  forward-looking  statements
relate to, among other things, expectations of the business environment in which
the Company operates, projections of future performance, perceived opportunities
the market and  statements  regarding  the  Company's  mission and  vision.  The
Company's actual results,  performance, or achievements may differ significantly
from the  results,  performance,  or  achievements  expressed or implied in such
forward-looking statements.

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.

Our assets are our employees.  Our investments  are in our employees.  We do not
design or take the research and development  risk borne by the  manufacturers of
the  equipment  we service  and  install.  We  continue  to invest in the latest
training and certification  for data products  designed by Cisco Systems,  Inc.,
Avaya,  Inc.,  and 3Com,  as well as voice  products by Avaya,  Inc.  and Nortel
Networks, Inc.

Results of Operations:

Dollars in Thousands             Quarters ended             Six Months ended
--------------------                June 30:                    June 30:
                                2002          2001          2002          2001
                                ----          ----          ----          ----
Net Revenues

Data & Voice Services          $2,795        $5,454        $6,023       $11,603
Recruitment Services             $133        $1,405          $260       $ 2,426
                                  ---        ------           ---        ------
          Total Revenues       $2,927        $6,859        $6,283       $14,029



                                       7
<PAGE>

           Our revenues  were  $2,927,100  and  $6,858,500  for the three months
ended June 30, 2002 and 2001,  respectively,  representing  a decrease of 57.3%.
This decrease was due primarily to a 48.8%  decrease in Data and Voice  Services
revenue for the period,  and a 90.6% decrease in Recruitment  Services  revenue.
Data and Voice Services continued to show the effects of significant declines in
demand for  telecommunications  installation projects from several of our larger
clients,  offset slightly by a modest increase in maintenance and repair.  While
we have maintained a minimal presence in the information  technology recruitment
industry,  we have reduced our Recruitment Services Division staffing to reflect
the overall weakness in that industry.

         For the first six months ended June 30, 2002, Data and Voice Services
revenue declined 48.1% and Recruitment Services Revenue declined 89.3% compared
to the six month period ended June 30, 2001. Total revenues declined 55.2% for
the comparable period.
<TABLE>
<CAPTION>
Dollars in Thousands                Quarters ended June 30:                   Six Months ended June 30:
                                 -----------------------                      -------------------------

                                       Gross                 Gross                  Gross                 Gross
                                      Profit                Profit                 Profit                Profit
                             2002     Margin      2001      Margin        2002     Margin      2001      Margin
                             ----     ------      ----      ------        ----     ------      ----      ------
<S>                          <C>       <C>      <C>         <C>          <C>        <C>      <C>         <C>
Gross Profits
Data & Voice Services        $884      31.6%    $1,808      33.2%        $2,077     34.4%    $3,614      31.1%
Recruitment Services          $24      18.4%      $232      16.5%        $   41     15.7%    $  535      22.0%
                              ---      -----      ----      -----        ------    ------    ------      -----

Total Gross Profits          $908      31.0%    $2,040      29.7%        $2,118     33.7%   $4,149      29.6%
</TABLE>

           Cost of revenues was $2,018,800 and $4,818,100 for the three months
ended June 30, 2002 and 2001,  respectively,  representing  a decrease of 58.1%.
Conversely,  our Gross  Profit  for the  comparable  periods  was  $908,300  and
$2,040,400,  respectively,  representing  a decrease of 55.5%.  Gross Profit and
Margin for Data and Voice Services was $883,900 and 31.6%, respectively, for the
three  months  ended  June 30,  2002 as  compared  with  $1,808,000  and  33.2%,
respectively,  for the three months ended June 30, 2001.  The decrease in margin
was due to increased  competitive  pricing from prior periods.  Gross Profit and
Margin for  Recruitment  Services were $24,400 and 18.4%,  respectively  for the
three  months  ended  June  30,  2002  as  compared  with  $232,400  and  16.5%,
respectively  for the three months  ended June 30, 2001.  The increase in margin
was due to an average  higher  markup on  contract  employees  versus  the prior
comparable period.

         Cost of revenues was $4,164,100 and $9,880,200 for the six months ended
June 30, 2002 and 2001, respectively. Our Gross Profit for the comparable six
month period was $2,118,400 and $4,148,800, respectively, or a decline of 48.9%.
Our Data and Voice Services Gross Profit Margin increased to 34.4% from 31.1%
while Gross Profits decreased by 42.5% on reduced revenues. Gross Profit Margins
increased due to a reduction in unfavorable subcontracting labor in the first
quarter of 2002 compared with 2001. Our Recruitment Service Gross Profit Margin
decreased to 15.7% from 22.0% while Gross Profits decreased 92.3% from reduced
revenue and declining Gross Profit Margins.

         Selling,  general and administrative  ("SG&A") expenses decreased 17.8%
from  $2,133,300  for the three months ended June 30, 2001 to $1,754,500 for the
three months ended June 30, 2002.  This also compares with $1,573,800 of similar
expense in the previous  quarter  ended March 31, 2002,  or an increase of 11.5%
The decrease in year over year  comparable  quarters  was due to our  continuing
reductions in fixed  operating  expenses in response to the overall  weakness in
the  economy,  as well as our  reductions  in  revenue  and gross  profits.  The
increase from the previous quarter was caused by a substantial increase in legal
expenses which increased by over $200,000 in the quarter.



                                       8
<PAGE>

         Also  included in our SG&A expenses are our holding  company  expenses,
which  decreased  by $30,800  from  $214,500 for the three months ended June 30,
2001 to $183,700 for the three months  ended June 30,  2002.  Our prior  quarter
holding company  expenses were $169,900 for the period ended March 31, 2001. The
decrease in expense from the prior year's  comparable  period was due to reduced
filing  and  legal  fees  incurred  in the  quarter.  SG&A  expenses  for  ICF's
operations decreased from $1,918,800 for the three months ended June 30, 2001 to
$1,480,800 for the three months ended June 30, 2002.

         Depreciation and amortization expenses were $80,000 and $85,700 for the
three months ended June 30, 2002 and 2001,  respectively.  This decrease was due
to minimal  recent  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.

         For the six months ended June 30, 2002 and 2001, SG&A declined 26.2% to
$3,328,300 from $4,510,400,  respectively.  Depreciation  and amortization  were
$158,400 and $172,700, respectively, or a decrease of 8.3%

         Interest Income decreased from $100 for the three months ended June 30,
2001 to $0 for the three months ended June 30, 2002 due to lower  average  daily
cash balances.

         Interest expense  decreased for the three months ended June 30, 2002 to
$41,900 from $85,300 for the three months ended June 30, 2001,  due to decreased
borrowing and lower average interest rates on our line of credit  facility.  Our
related  party  interest  expenses  increased  from $19,400 to $21,500,  for the
quarters ended June 30, 2001 and 2002. We experienced a significant  decrease in
comparable borrowing under our working capital line of credit, which resulted in
a decrease in interest  expense from $65,900 to $20,400,  respectively,  for the
quarters ended June 30, 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 $13,200 for the three months ended June 30,
2002, versus income of $3,800 for the three months ended June 30, 2001.

         An income tax benefit of $241,700 was  recognized  for the three months
ended June 30, 2001 due to losses for the quarter, versus zero amount recognized
for the quarter ended June 30, 2002.  We have provided a valuation  allowance in
our deferred tax assets to the extent we are unable to conclude  that it is more
likely  than not that such  deferred  tax assets  will be  realized.  During the
quarter  ended June 30,  2002,  we provided a valuation  allowance on all of the
deferred tax asset associated with the losses incurred during the quarter.

         Net Loss increased to a loss of $981,300, or ($0.05) per share,
fully-diluted, for the three months ended June 30, 2002 versus a Net Loss of
$18,300, or ($0.00) per share, fully diluted, for the three months ended June
30, 2001.

         Net Loss incresed to a loss of $1,300,600 or ($0.06) per share,
fully-diluted, for the six months ended June 30, 2002 versus a Net Loss of
$483,800, or ($0.03) per share, fully diluted, for the six months ended June 30,
2001.

Liquidity and Capital Resources

         Cash  and cash  equivalents  decreased  to  $165,200  at June 30,  2002
compared to $200,700 at December 31, 2001.

         Cash Flows From Operating Activities. For the six months ended June 30,
2002,  cash used in operating  activities was $770,700 which resulted  primarily
from our net loss for the first six months of $1,300,600,  increased by non-cash
charges of $171,300,  and by our decline in operating assets of $1,914,900,  and
decreased by our decline in liabilities, primarily payables, of $14,900.



                                       9
<PAGE>

         Accounts receivable decreased by $2,122,300 due to increased collection
activity in the first three  months of 2002.  Payables  and  accruals  decreased
$14,900 due to a reduction in purchases and accrued payroll.

         Cash Flows Used In Investing Activities.  For the six months ended June
30, 2002, net cash used for investing activities was $22,200 as a result of new
vehicles being leased and not purchased.

         Cash Flows Provided By Financing  Activities.  For the six months ended
June 30, 2002,  net cash was used in our financing  activities of $784,000,  due
primarily to a reduction in our line of credit borrowings of $1,390,500,  offset
by the sale of common  stock of $626,200 and by a decrease in long term debt
of $19,700.

         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 June 30, 2002 was a positive  $1,004,300,  a
decrease of $564,800  from  December 31,  2001.  As of September 4, 2002 we have
$382,300 available to borrow under our Line of Credit Facility.  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  alleged that ICF breached a purported
contract to maintain Metropolitan's telephone system and that this breach harmed
Metropolitan's business.



                                       10
<PAGE>

         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 depositions,  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.  (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.

         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.

         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 setteled 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 applicability
to the  claim  by the  former  employee  and  that no  indemnity  is  owed.  The
contractual  and insurance  coverage  issues related to Wells Fargo's  indemnity
claim are  somethat  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.

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.


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<PAGE>

Item 3. Defaults Upon Senior Securities

         The Company was not profitable in the first six months 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,  but has not yet provided a waiver for the
second quarter.

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.

         On July 12, 2002, we terminated  George  Camberis,  our Chief Financial
Officer,  as part of a general  restructuring and downsizing.  His departure was
not performance  related. The responsibilities and duties of the Chief Financial
Officer were divided between Christopher Smith, our Chief Executive Officer, and
Marc  Dell'Immagine,  our Controller and Accounting  Manager.  Christopher Smith
will remain our acting Chief Financial Officer until a replacement is named.

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")


                                       12

<PAGE>

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

(3) Exhibit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  Report of COMC,  Inc. (the "Company") on Form
10-QSB for the period  ending  June 30,  2002 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"), pursuant to 18 U.S.C. (S)
1350,  as adopted  pursuant  to (S) 906 of the  Sarbanes-Oxley  Act of 2002,  I,
Christopher R. Smith, Chief Executive Officer of the Company,  certify,  that to
the best of my knowledge:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


/s/ Christopher R. Smith
-----------------------------
Christopher R. Smith,
President and Chief Executive Officer
September 6, 2002


(4)   Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  Report of COMC,  Inc. (the "Company") on Form
10-QSB for the period  ending  June 30,  2002 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"), pursuant to 18 U.S.C. (S)
1350,  as adopted  pursuant  to (S) 906 of the  Sarbanes-Oxley  Act of 2002,  I,
Christopher R. Smith,  Chief Financial  Officer of the Company,  certify that to
the best of my knowledge:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

/s/ Christopher R. Smith
-----------------------------
Christopher R. Smith,
Chief Financial Officer
September 6, 2002


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





                                       13
<PAGE>




                                   SIGNATURES

Dated:  September 6, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below as of August 19, 2002 by the  following  persons on behalf
of Registrant and in the capacities indicated.

                                 /s/ Christopher R. Smith

                                Christopher R. Smith, Chief Executive Officer,
                                President and Acting Chief Financial Officer



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