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): ~~April~~June 2627, 2005

~~COMC,~~ICF ~~INC.~~ CORPORATION

(Exact name of Registrant as specified in its Charter)

Delaware	0-16472	95-4628378
(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 1 5.0103 ~~Entry~~Amendments ~~into~~ to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year

~~On April~~Effective 26 June 27, 2005, the Registrant ~~and~~(a) ~~Laurus~~changed ~~Master~~its ~~Fund~~name from COMC, ~~Ltd~~Inc., ato ~~Cayman Islands company~~ICF Corporation (the “~~Laurus~~Name Change”), ~~entered~~ and (b) ~~into~~effected ana ~~Amendment~~reverse ~~and~~split ~~Waiver~~of its outstanding Common Stock by a ratio of one-for-ten (the “~~Amendment~~Reverse ~~and Waiver~~ Split”) in ~~connection~~ by filing ~~with~~a ~~that~~Certificate ~~certain~~of ~~Registration~~Amendment, ~~Rights~~substantially ~~Agreement~~in ~~dated~~the asform of ~~November~~Exhibit 99.1 30 hereto, ~~2004~~to ~~by and between~~ the Registrant’s ~~and~~Certificate ~~Laurus~~of ~~(the~~Incorporation ~~“Registration Rights~~with ~~Agreement”).~~the ASecretary of ~~copy~~ State of the ~~Amendment~~State ~~and~~of ~~Waiver~~Delaware. isEach ~~attached~~transaction aswas ~~Exhibit~~approved 99by a majority of the Registrant’s shareholders.2 ~~and~~The isRegistrant’s ~~incorporated by~~Common ~~reference~~Stock ~~into~~now ~~this~~trades ~~Item~~under the ~~1.01.~~symbol ICFO.

The ~~Registration~~ Registrant ~~Rights~~effected ~~Agreement~~the ~~called~~Name ~~for~~Change ~~the~~in ~~Registrant~~order to ~~cause~~capitalize aon ~~registration~~name-recognition ~~statement~~ and ~~covering~~goodwill ~~certain~~associated ~~securities~~with ~~held~~its bywholly-owned ~~Laurus~~operating ~~(the~~subsidiary, ~~“Registration~~ICF ~~Statement”)~~ Communication toSolutions, ~~be declared effective by the Commission within 120 days of the execution of the Registration Rights Agreement~~Inc. The Registrant ~~was~~effected ~~unable to cause~~ the ~~Registration~~ ~~Statement~~Reverse toSplit ~~be declared effective within this time frame and as a~~in ~~result became obligated~~ order to ~~pay~~allow tofor ~~Laurus certain liquidated damages (~~the ~~“Liquidated Damages”) pursuant~~ toconversion ~~the terms~~ of ~~the~~certain ~~Registration Rights Agreement. As~~ of ~~April 26, 2005,~~ the Registrant’s ~~had not paid such Liquidated Damages to~~convertible ~~Laurus~~ securities.

Pursuant to the Amendment and Waiver, Laurus agreed to extend the date by which registration must be effective to May 30, 2005 (the “New Effectiveness Date”) and to waive any Liquidated Damages which may have become due prior to the New Effectiveness Date. In return, the Registrant agreed to issue to Laurus the warrant described at Item 3.02 below. In the event that the Registration Statement is not declared effective by the New Effectiveness Date, the Registrant will become obligated to pay additional Liquidated Damages to Laurus.

ITEM 3.02 Unregistered Sale of Equity Securities

In connection with the Amendment and Waiver, the Registrant issued to Laurus a seven year warrant to purchase up to 1,000,000 shares of the Registrant’s common stock at an exercise price of $0.23 per share (the “Warrant”). A copy of the Warrant is attached as Exhibit 99.3 and is incorporated by reference into this Item 3.02. Pursuant to the Amendment and Waiver, the Registrant has agreed to register the shares issuable upon the exercise of the Warrant within six months.

In issuing the Warrant, the Registrant relied upon the exemptions from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder, as Laurus is an “accredited investor” as defined in Rule 501(a) of Regulation D.

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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.
	ICF CORPORATION
Date: May 2, 2005	By:	/s/ Janice B. Fuellhart
Date: June 30, 2005	By:	/s/ Janice B. Fuellhart
		Janice B. Fuellhart Chief Executive Officer
		Chief Executive Officer

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EXHIBITS

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.

99.1	Certificate of Amendment to the Registrant’s Certificate of Incorporation.⁽¹⁾

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

~~-4-~~(1) Incorporated by reference to the Definitive Proxy Statement on Schedule 14A of the Registrant dated February 24, 2005.

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