_________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 2714, 2005

COMC, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	0-16472	95-4628378
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4030 Pike Lane, Suite C

Concord, California 94520

(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.~~02(b) Non-Reliance~~01 Changes onin ~~Previously~~Registrant's ~~Issued~~Certifying ~~Financial Statements~~Accountant

OnEffective ~~January~~February 2714, 2005, ~~the Registrant was notified by~~ BDO Seidman, LLP, ~~the Registrant’s independent registered public accounting firm~~ (“BDO ~~Seidman~~”), ~~that~~resigned ~~the~~as ~~previously issued consolidated financial statements contained in~~ the Registrant’s ~~Annual~~independent ~~Report~~registered onpublic ~~Form~~accounting ~~10-KSB~~firm. ~~for~~Effective ~~the~~February ~~year~~14, ~~ended December 31~~2005, ~~2003 and condensed consolidated interim financial statements contained in~~ the Registrant’s ~~Quarterly~~has ~~Reports~~engaged onPisenti ~~Form~~& ~~10-QSB~~Brinker ~~for~~LLP ~~the quarterly periods ended March 31, 2004 and 2003, June 30, 2004 and 2003, and September 30, 2004 and 2003~~ (~~collectively, the~~ “~~Financial Statements~~Pisenti”) ~~should~~to noreplace ~~longer~~BDO beas ~~relied~~the ~~upon~~Registrant’s ~~because~~independent ofregistered ~~errors~~public inaccounting ~~those Financial Statements~~firm. AsThe ~~discussed~~decision ~~more fully in the following paragraph, these errors are non-cash in nature, pertain specifically~~ to ~~the~~use ~~accounting~~Pisenti ~~for~~as ~~certain financing transactions, and are not expected to affect~~ the Registrant'’s ~~previously~~independent ~~reported~~registered ~~net~~public ~~revenues~~accounting orfirm ~~cash~~has ~~flows. The~~been ~~Registrant~~approved isby in the ~~process~~Audit ofCommittee ~~determining the nature and amount~~ of the ~~corrections necessary to restate the Financial Statements. The~~ Registrant’s ~~plans~~Board toof ~~file such restated Financial Statements as soon as is practicable after the necessary corrections have been determined~~Directors.

The ~~corrections~~reports ~~necessary~~of toBDO ~~restate~~on the ~~Financial~~Registrant’s ~~Statements~~financial ~~pertain~~statements ~~principally~~for toeach of the ~~manner~~years inended ~~which~~December 31, 2003 and 2002 (collectively, the ~~Registrant~~“Prior ~~recorded~~Fiscal inPeriods”) ~~its~~did ~~Financial~~not ~~Statements~~contain ~~certain~~an ~~convertible~~adverse ~~securities~~opinion ~~with~~or ~~beneficial~~disclaimer ~~conversion~~of ~~features.~~opinion, ~~The~~nor ~~Registrant~~were ~~has~~such ~~been~~reports ~~advised~~qualified byor ~~BDO~~modified ~~Seidman~~as ~~that~~to ~~the~~uncertainty, audit scope, or accounting ~~and~~principles, ~~reporting~~except onthat ~~certain~~(i) the report of ~~these~~BDO ~~convertible~~with ~~securities~~respect into the Registrant’s ~~Financial~~financial ~~Statements~~statements doas ~~not~~of ~~comply~~and ~~with~~for ~~accounting~~the ~~principles~~year ~~generally~~ended ~~accepted~~December in31, 2003 (the ~~United~~“2003 ~~States.~~Financial ~~Accordingly,~~Statements”) noted that the Registrant ishas ~~reevaluating~~restated its ~~accounting~~2003 ~~for~~Financial ~~certain~~Statements ~~convertible~~to ~~securities~~correct inerrors ~~light~~concerning of the ~~guidance~~accounting ~~provided~~for ~~in,~~certain ~~among~~debt ~~other~~and ~~literature,~~equity ~~Emerging~~instruments ~~Issues~~issued ~~Task~~by ~~Force~~the ~~(“EITF”)~~Company ~~Issue~~during ~~No.~~2003; ~~98-5~~and ~~“Accounting~~(ii) ~~for~~the ~~Convertible~~reports ~~Securities~~of BDO with ~~Beneficial~~respect ~~Conversion~~to ~~Features~~the orRegistrant’s ~~Contingently~~financial ~~Adjustable~~statements ~~Conversion~~for ~~Ratios”;~~the ~~EITF~~Prior ~~Issue~~Fiscal ~~No.~~Periods ~~00-27~~contained ~~“Application~~an ofexplanatory ~~Issue~~paragraph ~~No.~~indicating ~~98-5~~that tothere ~~Certain~~was ~~Convertible~~substantial ~~Instruments”;~~doubt ~~and~~as ~~EITF~~to ~~Topic~~the ~~No.~~Registrant’s ~~D-98~~ability ~~“Classification~~to ~~and~~continue ~~Measurement~~as ofa ~~Redeemable~~going ~~Securities~~concern.”

~~The~~With ~~Audit~~respect ~~Committee~~to ofthe restatement described in the ~~Registrant’s~~preceding ~~Board~~paragraph, ofthe ~~Directors~~Registrant ~~has~~notes ~~discussed~~that the ~~matters~~errors ~~disclosed~~identified were non-cash in ~~this~~nature, ~~Report~~pertain ~~with~~specifically ~~BDO~~to ~~Seidman~~the accounting for certain financing transactions, and did not impact the Registrant’s previously reported net revenues, operating loss or cash flows from operating activities.

ADuring ~~letter~~the ~~dated~~Prior ~~February~~Fiscal Periods and the interim period from January 1, ~~2005~~2004 ~~from~~through ~~BDO~~February ~~Seidman~~14, to2005, ~~the~~there ~~U.S.~~have ~~Securities~~been ~~and~~no ~~Exchange~~disagreements ~~Commission,~~between inthe ~~which~~Registrant and BDO ~~Seidman~~on ~~states~~any ~~that~~matters itof isaccounting inprinciples ~~agreement~~or ~~with~~practices, ~~the~~financial ~~statements~~statement ~~made~~disclosure byor ~~the~~auditing ~~Registrant~~scope inor ~~this~~procedure, ~~Report~~which disagreement(s), isif ~~attached~~not asresolved ~~Exhibit~~to ~~99.1~~the ~~and~~satisfaction isof ~~incorporated~~BDO, bywould have caused BDO to make reference ~~into~~to ~~this~~the ~~Item~~subject ~~4.02~~matter of the disagreement(bs) in connection with its reports on the Registrant’s financial statements.

2In connection with the restatement, BDO has advised management and the Audit Committee of one matter that BDO considers to be a material weakness in internal control over financial reporting as defined by the Public Company Accounting Oversight Board. This material weakness in internal control over financial reporting consists of a lack of sufficient knowledge and experience among the Registrant’s internal accounting personnel in applying accounting principles generally accepted in the United States to transactions that are relatively complex and non-routine in nature that led to the restatement of certain of the Registrant’s financial statements.

The Registrant has authorized BDO to respond fully to any inquiries of Pisenti relating to Pisenti’s engagement as the Registrant’s independent registered public accounting firm.

The Registrant has not previously consulted with Pisenti regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion which might be rendered on the Registrant’s financial statements, and no written or oral advice was provided to the Registrant that was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue. Neither did the Registrant discuss with Pisenti any accounting, auditing or financial reporting issue that was a subject of disagreement between the Registrant and BDO, as there were no such disagreements.

Pursuant to the requirements of Item 304(a)(3) of Regulation S-B, the Registrant has requested that BDO review the disclosure contained in this Current Report on Form 8-K (this “Report”) and has given BDO the opportunity to furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission (the “Commission”) containing any new information, any clarification of the Registrant’s expression of BDO’s views or any instances in which BDO does not agree with the statements contained in this Report. BDO has reviewed the disclosure contained in this Report and has provided to the Registrant a letter addressed to the Commission stating that BDO has reviewed the disclosure contained in this Report and has no disagreement with such disclosure. A copy of BDO’s letter is attached as Exhibit 99.1 and is incorporated by reference into this Item 4.01.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMC, INC.
Date: February 1, 2005	By:	/s/ Janice B. Fuellhart
		Chief Executive Officer

COMC, INC.

3Date: February 18, 2005

By: /s/ Janice B. Fuellhart

Chief Executive Officer

EXHIBITS

99.1 Letter, dated February 116, 2005 from BDO Seidman, LLP to the U.S. Securities and Exchange Commission.

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