_________________________________________________________________________

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): ~~February~~April 1426, 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.)
(State or other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 1.01 ~~Changes~~Entry into ina ~~Registrant's~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement

~~Effective~~On ~~February 14~~April 26, 2005, ~~BDO Seidman, LLP (“BDO”) resigned as~~ the Registrant’s ~~independent~~and ~~registered~~Laurus ~~public~~Master ~~accounting~~Fund, ~~firm~~Ltd., ~~Effective~~a ~~February~~Cayman ~~14,~~Islands ~~2005~~company (“Laurus”), entered ~~the~~into ~~Registrant~~an ~~has~~Amendment ~~engaged~~and ~~Pisenti~~Waiver ~~& Brinker LLP~~ (the “~~Pisenti~~Amendment and Waiver”) toin connection ~~replace~~with ~~BDO~~that ascertain ~~the~~Registration ~~Registrant’s~~Rights ~~independent~~Agreement ~~registered~~dated ~~public~~as ~~accounting~~of ~~firm.~~November 30, ~~The~~2004 ~~decision~~by toand ~~use~~between ~~Pisenti~~the asRegistrant and Laurus (the ~~Registrant’s~~“Registration Rights ~~independent~~Agreement”). ~~registered~~A copy ~~public~~of ~~accounting~~the ~~firm~~Amendment ~~has~~and ~~been~~Waiver ~~approved~~is byattached ~~the~~as ~~Audit~~Exhibit ~~Committee~~99.2 ofand ~~the~~is ~~Registrant’s~~incorporated by ~~Board~~reference ofinto ~~Directors~~this Item 1.01.

The Registration ~~reports~~Rights ofAgreement ~~BDO~~called onfor the Registrant’s ~~financial~~to ~~statements~~cause ~~for~~a ~~each~~registration statement ofcovering ~~the~~certain ~~years~~securities ~~ended~~held ~~December~~by ~~31,~~Laurus ~~2003 and 2002~~ (~~collectively,~~ the “~~Prior Fiscal Periods~~Registration Statement”) ~~did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as~~ to ~~uncertainty,~~be declared ~~audit~~effective ~~scope,~~by orthe ~~accounting~~Commission ~~principles,~~within ~~except~~120 ~~that~~days ~~(i)~~of the ~~report~~execution of ~~BDO~~the Registration ~~with~~Rights ~~respect~~Agreement. toThe ~~the~~ Registrant’s ~~financial~~was ~~statements~~unable asto ofcause ~~and for~~ the Registration ~~year~~Statement ~~ended~~to ~~December~~be ~~31,~~declared ~~2003~~effective ~~(the~~within ~~“2003~~this ~~Financial~~time ~~Statements”)~~frame ~~noted~~and ~~that~~as ~~the~~a result ~~Registrant~~became ~~has~~obligated ~~restated~~to ~~its~~pay ~~2003 Financial Statements~~ to ~~correct~~Laurus ~~errors concerning the accounting for~~ certain ~~debt~~liquidated ~~and~~damages ~~equity instruments issued by the Company during 2003; and~~ (iithe “Liquidated Damages”) pursuant ~~the reports of BDO with respect~~ to the ~~Registrant’s~~terms ~~financial~~of ~~statements for~~ the ~~Prior~~Registration ~~Fiscal~~Rights ~~Periods~~Agreement. ~~contained~~As anof ~~explanatory~~April ~~paragraph~~26, 2005, ~~indicating that there was substantial doubt as to~~ the Registrant’s ~~ability~~had tonot ~~continue~~paid assuch aLiquidated ~~going~~Damages ~~concern~~to Laurus.

~~With~~Pursuant to ~~respect~~the Amendment and Waiver, Laurus agreed to extend the ~~restatement~~date ~~described~~by inwhich registration ~~the~~must ~~preceding~~be ~~paragraph~~effective to May 30, 2005 (the ~~Registrant~~“New Effectiveness ~~notes~~Date”) ~~that~~and ~~the~~to waive ~~errors~~any ~~identified~~Liquidated ~~were~~Damages ~~non-cash~~which inmay ~~nature~~have become due prior to the New Effectiveness Date. In return, ~~pertain~~the ~~specifically~~Registrant agreed to issue to Laurus the warrant ~~accounting~~described ~~for~~at ~~certain~~Item ~~financing~~3.02 ~~transactions,~~below. ~~and~~In ~~did~~the ~~not~~event ~~impact~~that the ~~Registrant’s~~Registration Statement ~~previously~~is ~~reported~~not ~~net~~declared ~~revenues~~effective by the New Effectiveness Date, ~~operating~~the Registrant ~~loss~~will orbecome ~~cash~~obligated ~~flows~~to ~~from~~pay ~~operating~~additional ~~activities~~Liquidated Damages to Laurus.

~~During~~ITEM 3.02 Unregistered Sale ~~the Prior Fiscal Periods and the interim period from January 1, 2004 through February 14, 2005, there have been no disagreements between the Registrant and BDO on any matters~~ of ~~accounting~~Equity principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement(s) in connection with its reports on the Registrant’s financial statements. Securities

In connection with the ~~restatement,~~Amendment ~~BDO has advised management~~ and Waiver, the ~~Audit~~Registrant ~~Committee~~issued ~~of one matter that BDO considers~~ to beLaurus a seven ~~material~~year ~~weakness~~warrant into ~~internal~~purchase ~~control~~up ~~over~~to ~~financial~~1,000,000 ~~reporting~~shares asof ~~defined by~~ the ~~Public~~Registrant’s ~~Company~~common stock ~~Accounting~~at ~~Oversight~~an ~~Board.~~exercise ~~This~~price ~~material~~of ~~weakness~~$0.23 inper ~~internal~~share ~~control~~(the ~~over~~“Warrant”). ~~financial~~A copy ~~reporting~~of ~~consists~~the ofWarrant ais ~~lack~~attached ofas ~~sufficient~~Exhibit ~~knowledge~~99.3 and ~~experience~~is ~~among~~incorporated ~~the~~by ~~Registrant’s~~reference into ~~internal~~this ~~accounting~~Item ~~personnel~~3.02. inPursuant ~~applying~~to ~~accounting~~the ~~principles~~Amendment ~~generally~~and ~~accepted~~Waiver, in the ~~United~~Registrant ~~States~~has agreed to ~~transactions~~register ~~that~~the ~~are~~shares ~~relatively~~issuable ~~complex~~upon ~~and non-routine in nature that led to~~ the ~~restatement~~exercise of ~~certain of~~ the ~~Registrant’s~~Warrant ~~financial~~within six ~~statements~~months.

~~The~~In issuing the Warrant, the Registrant ~~has~~relied ~~authorized~~upon ~~BDO~~the toexemptions ~~respond~~from ~~fully~~registration provided toby ~~any~~Section ~~inquiries~~4(2) of ~~Pisenti~~the ~~relating~~Securities toAct ~~Pisenti’s~~and ~~engagement~~Rule 506 of Regulation D thereunder, as ~~the~~Laurus ~~Registrant’s~~is ~~independent~~an ~~registered~~“accredited ~~public~~investor” ~~accounting~~as ~~firm.~~defined in Rule 501(a) of Regulation D.

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.-2-

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.


	COMC, INC.

Date: May 2, 2005	By:	/s/ Janice B. Fuellhart

		Janice B. Fuellhart Chief Executive Officer

~~Date: February 18, 2005~~-3-

By: /s/ Janice B. Fuellhart

Chief Executive Officer

EXHIBITS

99.1 Letter, dated February 16, 2005 from BDO Seidman, LLP to the U.S. Securities and Exchange Commission.


99.1	Registration Rights Agreement dated as of November 30, 2004 by and between COMC, Inc. and Laurus Master Fund, Ltd.⁽¹⁾

99.2	Amendment and Waiver dated as of April 26, 2005 by and between COMC, Inc. and Laurus Master Fund, Ltd.

99.3	Common Stock Purchase Warrant issued on April 26, 2005 by COMC, Inc. in favor of Laurus Master Fund, Ltd.

(1)	Incorporated by reference to the Form 8-K/A of the Registrant dated December 13, 2004.

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