----

----

| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|-----------------------------------------------------------------------------------------|

| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

| Delaware                                                       | 95-4172359                             |
|----------------------------------------------------------------|----------------------------------------|
| (State or Other Jurisdiction of Incorporation or Organization) | (I. R. S. Employer Identification No.) |
|                                                           |                                   |
| 127 West 30th Street, 5th FloorNew York, NY                    |  10001                            |
| (Address of Principal Executive Offices)                       | (Zip Code)                             |
|                                                           |
| 1 (212) 594-4800                                               |
| (Registrant's Telephone Number, Including Area Code)           |
|                                                           |

----

|                                                 |                                                                                                                  | Reference |
|------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|-----------|
| PART I.    FINANCIAL INFORMATION |
| Item 1.                                              | Financial Statements                                                                                                  |      |
|                                                 | Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008                           | 1         |
|                                                 | Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008 (Unaudited) | 3         |
|                                                 | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008 (Unaudited)           | 4         |
|                                                 | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                      | 5         |
| Item 2.                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations                           | 21        |
| Item 4.                                              | Controls and Procedures                                                                                               | 28        |
| PART II.    OTHER INFORMATION    |                                                                                                                  |
| Item 1.                                              | Legal Proceedings                                                                                                     | 29        |
| Item 2                                               | Purchases of Merisel Equity Securities                                                                                | 30        |
| Item 5                                               | Other Information                                                                                                     | 31        |
| Item 6.                                              | Exhibits                                                                                                              | 32        |
|                                                 | SIGNATURES                                                                                                            | 38        |

----

----

|                                                                                  |   | June 30, 2009 |    |   | December 31, 2008 |   |
|---------------------------------------------------------------------------------------|--------|---------------|---------|--------|-------------------|--------|
|                                                                                  |   | (Unaudited)   |    |   |              |   |
| Current assets:                                                                       |   |          |    |   |              |   |
| Cash and cash equivalents                                                             |   | $             | 10,285  |   |              | $      | 9,752 |   |
| Accounts receivable, net of allowance of $350 and   $334, respectively |   |          | 11,753  |   |              |   | 17,597 |   |
| Inventories                                                                           |   |          | 2,287   |   |              |   | 3,268 |   |
| Prepaid expenses and other current assets                                             |   |          | 1,113   |   |              |   | 1,191 |   |
| Deferred tax asset, net                                                               |   |          | 1,378   |   |              |   | 2,616 |   |
|   Total current assets                                                      |   |          | 26,816  |   |              |   | 34,424 |   |
|                                                                                  |   |          |    |   |              |   |   |   |
| Property and equipment, net                                                           |   |          | 7,043   |   |              |   | 7,519 |   |
|                                                                                  |   |          |    |   |              |   |   |   |
| Restricted cash                                                                       |   |          | 3,005   |   |              |   | 2,961 |   |
| Other assets                                                                          |   |          | 85      |   |              |   | 121 |   |
| Intangible assets, net                                                                |   |          | 4,339   |   |              |   | 5,129 |   |
| Trademarks                                                                            |   |          | 10,609  |   |              |   | 10,609 |   |
| Goodwill                                                                              |   |          | 13,924  |   |              |   | 13,649 |   |
| Deferred tax asset, net                                                               |   |          | 40,536  |   |              |   | 37,320 |   |
|                                                                                  |   |          |    |   |              |   |   |   |
| Total assets                                                                          |   | $             | 106,357 |   |              | $      | 111,732 |   |
|                                                                                  |   |          |    |   |              |   |   |   |
|                                                                                  |   |          |    |   |              |   |   |   |

----

|                                                                                                                                                                                          |   | June 30, 2009 |     |   | December 31, 2008 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|----------|--------|-------------------|--------|
|                                                                                                                                                                                          |   | (Unaudited)   |     |   |              |   |
| Current liabilities:                                                                                                                                                                          |   |          |     |   |              |   |
| Accounts payable                                                                                                                                                                              |   | $             | 2,789    |   |              | $      | 4,785 |   |
| Accrued liabilities                                                                                                                                                                           |   |          | 4,371    |   |              |   | 4,748 |   |
| Capital lease obligations, current maturities                                                                                                                                                 |   |          | 33       |   |              |   | 69 |   |
| Installment notes, current maturities                                                                                                                                                         |   |          | 200      |   |              |   | 500 |   |
| Revolving credit agreement                                                                                                                                                                    |   |          | 8,630    |   |              |   | 8,630 |   |
|   Total current liabilities                                                                                                                                                         |   |          | 16,023   |   |              |   | 18,732 |   |
|                                                                                                                                                                                          |   |          |     |   |              |   |   |   |
| Capital lease obligations, less current maturities                                                                                                                                            |   |          | -        |   |              |   | 17 |   |
| Other liabilities                                                                                                                                                                             |   |          | 714      |   |              |   | 710 |   |
| Total liabilities                                                                                                                                                                             |   |          | 16,737   |   |              |   | 19,459 |   |
|                                                                                                                                                                                          |   |          |     |   |              |   |   |   |
| Commitments and contingencies                                                                                                                                                                 |   |          |     |   |              |   |   |   |
|                                                                                                                                                                                          |   |          |     |   |              |   |   |   |
| Temporary equity:                                                                                                                                                                             |   |          |     |   |              |   |   |   |
| Convertible preferred stock, $.01 par value, authorized   600,000 shares; 301,356 shares issued and   Outstanding at June 30, 2009                              |   |          | 30,738   |   |              |   | - |   |
|                                                                                                                                                                                          |   |          |     |   |              |   |   |   |
| Stockholders’ equity:                                                                                                                                                                   |   |          |     |   |              |   |   |   |
| Convertible preferred stock, $.01 par value, authorized   300,000 shares; 289,653 shares issued and   Outstanding at December 31, 2008                          |   |          | -        |   |              |   | 29,544 |   |
| Common stock, $.01 par value, authorized 30,000,000   shares; 8,458,671 and 8,473,503  issued and 7,237,284   and 7,385,322 outstanding, respectively |   |          | 85       |   |              |   | 85 |   |
| Additional paid-in capital                                                                                                                                                                    |   |          | 269,629  |   |              |   | 270,713 |   |
| Accumulated deficit                                                                                                                                                                           |   |          | (208,905 | )      |              |   | (206,261 | ) |
| Treasury stock at cost, 1,221,387 and 1,088,181 shares   repurchased, respectively                                                                                             |   |          | (1,927   | )      |              |   | (1,808 | ) |
| Total stockholders’ equity                                                                                                                                                              |   |          | 89,620   |   |              |   | 92,273 |   |
|                                                                                                                                                                                          |   |          |     |   |              |   |   |   |
| Total liabilities and stockholders’ equity                                                                                                                                              |   | $             | 106,357  |   |              | $      | 111,732 |   |

----

|                                                                              |   | Three Months Ended June 30, |   |   | Six Months EndedJune 30, |   |
|-----------------------------------------------------------------------------------|--------|-----------------------------|--------|--------|--------------------------|--------|
|                                                                              |   | 2009                        |   |   | 2008                     |   |   | 2009 |   |   | 2008 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |
| Net sales                                                                         |   | $                           | 12,377 |   |                     | $      | 20,342 |   |   | $ | 29,479 |   |   | $ | 41,694 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Cost of sales                                                                     |   |                        | 9,102  |   |                     |   | 11,735 |   |   |   | 19,838 |   |   |   | 23,700 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Gross profit                                                                      |   |                        | 3,275  |   |                     |   | 8,607 |   |   |   | 9,641 |   |   |   | 17,994 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Selling, general & administrative expenses                                    |   |                        | 8,024  |   |                     |   | 10,406 |   |   |   | 14,174 |   |   |   | 20,887 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Operating loss                                                                    |   |                        | (4,749 | )      |                     |   | (1,799 | ) |   |   | (4,533 | ) |   |   | (2,893 | ) |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Interest expense, net                                                             |   |                        | 48     |   |                     |   | 24 |   |   |   | 89 |   |   |   | 25 |   |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations  before benefit for income tax          |   |                        | (4,797 | )      |                     |   | (1,823 | ) |   |   | (4,622 | ) |   |   | (2,918 | ) |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Income tax benefit                                                                |   |                        | (2,053 | )      |                     |   | (789 | ) |   |   | (1,978 | ) |   |   | (1,249 | ) |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations                                                   |   |                        | (2,744 | )      |                     |   | (1,034 | ) |   |   | (2,644 | ) |   |   | (1,669 | ) |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Income from discontinued operations, net of taxes                                 |   |                        | -      |   |                     |   | 4 |   |   |   | - |   |   |   | - |   |
| Net loss                                                                          |   |                        | (2,744 | )      |                     |   | (1,030 | ) |   |   | (2,644 | ) |   |   | (1,669 | ) |
| Preferred stock dividends                                                         |   |                        | 602    |   |                     |   | 556 |   |   |   | 1,194 |   |   |   | 1,103 |   |
| Loss available to common stockholders                                             |   | $                           | (3,346 | )      |                     | $      | (1,586 | ) |   | $ | (3,838 | ) |   | $ | (2,772 | ) |
|                                                                              |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Loss per share (basic and diluted):                                               |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations available to common   Stockholders |   | $                           | (0.46  | )      |                     | $      | (0.20 | ) |   | $ | (0.53 | ) |   | $ | (0.35 | ) |
| Loss from discontinued operations, net of taxes                                   |   |                        | 0.00   |   |                     |   | 0.00 |   |   |   | 0.00 |   |   |   | 0.00 |   |
| Net loss available to common stockholders                                         |   | $                           | (0.46  | )      |                     | $      | (0.20 | ) |   | $ | (0.53 | ) |   | $ | (0.35 | ) |
| Weighted average number of shares                                                 |   |                        |   |   |                     |   |   |   |   |   |   |   |   |   |   |   |
|   Basic                                                                 |   |                        | 7,187  |   |                     |   | 7,893 |   |   |   | 7,214 |   |   |   | 7,889 |   |
|   Diluted                                                               |   |                        | 7,187  |   |                     |   | 7,893 |   |   |   | 7,214 |   |   |   | 7,889 |   |

----

|                                                                                      |   | Six Months Ended June 30, |   |
|-------------------------------------------------------------------------------------------|--------|---------------------------|--------|
|                                                                                      |   | 2009                      |   |   | 2008 |   |
|                                                                                      |   |                      |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |   |                      |   |   |   |   |
| Net loss                                                                                  |   | $                         | (2,644 | ) |   | $ | (1,669 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |   |                      |   |   |   |   |   |   |
|   Stock-based compensation expense                                              |   |                      | 110    |   |   |   | 219 |   |
|   Deferred occupancy costs                                                      |   |                      | 4      |   |   |   | 72 |   |
|   Bad debt provision (benefit)                                                  |   |                      | 225    |   |   |   | (43 | ) |
|   Deferred income taxes                                                         |   |                      | (1,978 | ) |   |   | (1,267 | ) |
|   Depreciation and amortization                                                 |   |                      | 2,491  |   |   |   | 2,362 |   |
| Changes in operating assets and liabilities:                                              |   |                      |   |   |   |   |   |   |
|   Accounts receivable                                                           |   |                      | 5,619  |   |   |   | (1,227 | ) |
|   Inventories                                                                   |   |                      | 981    |   |   |   | (660 | ) |
|   Prepaid expenses and other assets                                             |   |                      | 114    |   |   |   | (737 | ) |
|   Restricted cash                                                               |   |                      | (44    | ) |   |   | (56 | ) |
|   Accounts payable                                                              |   |                      | (1,996 | ) |   |   | 2,611 |   |
|   Accrued liabilities                                                           |   |                      | (377   | ) |   |   | (2,164 | ) |
| Net cash provided by (used in) operating activities                                       |   |                      | 2,505  |   |   |   | (2,559 | ) |
|                                                                                      |   |                      |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                     |   |                      |   |   |   |   |   |   |
|   Acquisition earnout payments                                                  |   |                      | (275   | ) |   |   | (750 | ) |
|   Capital expenditures                                                          |   |                      | (1,225 | ) |   |   | (1,395 | ) |
| Net cash used in investing activities                                                     |   |                      | (1,500 | ) |   |   | (2,145 | ) |
|                                                                                      |   |                      |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                     |   |                      |   |   |   |   |   |   |
| Capital lease payments                                                                    |   |                      | (53    | ) |   |   | (161 | ) |
| Bank debt repayments                                                                      |   |                      | (300   | ) |   |   | (275 | ) |
| Purchase of treasury stock                                                                |   |                      | (119   | ) |   |   | - |   |
| Net cash used in financing activities                                                     |   |                      | (472   | ) |   |   | (436 | ) |
|                                                                                      |   |                      |   |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      |   |                      | 533    |   |   |   | (5,140 | ) |
|                                                                                      |   |                      |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            |   |                      | 9,752  |   |   |   | 15,254 |   |
| CASH AND CASH EQUIVALENTS, END OF PERIOD                                                  |   | $                         | 10,285 |   |   | $ | 10,114 |   |
|                                                                                      |   |                      |   |   |   |   |   |   |
| Cash paid during the period for:                                                          |   |                      |   |   |   |   |   |   |
|   Interest expense                                                              |   | $                         | 149    |   |   | $ | 336 |   |
| Non-cash investing and financing activities:                                              |   |                      |   |   |   |   |   |   |
|   Preferred dividends accumulated                                               |   |                      | 1,194  |   |   |   | 1,103 |   |
|   Reversal of acquisition accruals                                              |   |                      | -      |   |   |   | 89 |   |

----

----

| 3.   | New and Recently Adopted Accounting Standards |
|----------------|-----------------------------------------------|

----

----

| 4.   | Inventories |
|----------------|-------------|

|                     |   |          |   |   |              |   |
|--------------------------|--------|---------------|--------|--------|-------------------|--------|
|                     |   | June 30, 2009 |   |   | December 31, 2008 |   |
| Raw materials            |   | $             | 1,335  |   |              | $      | 1,748 |   |
| Work in process          |   |          | 955    |   |              |   | 1,525 |   |
| Reserve for obsolescence |   |          | (3     | )      |              |   | (5 | ) |
| Total inventory, net     |   | $             | 2,287  |   |              | $      | 3,268 |   |

----

| 5.   | Intangibles |
|----------------|-------------|

|                   |   | June 30, 2009 |   |   | December 31, 2008 |   |
|------------------------|--------|---------------|--------|--------|-------------------|--------|
| Customer relationships |   | $             | 2,803  |   |              | $      | 2,926 |   |
| Non-compete agreements |   |          | 682    |   |              |   | 1,095 |   |
| Employee agreements    |   |          | 71     |   |              |   | 241 |   |
| Trade know-how         |   |          | 783    |   |              |   | 867 |   |
| Total                  |   | $             | 4,339  |   |              | $      | 5,129 |   |

| For the Twelve-Month Period Ended June 30, |   |
|--------------------------------------------|--------|
|                                       |   | Amount |   |
| 2010                                       |   | $ | 1,123 |   |
| 2011                                       |   |   | 454 |   |
| 2012                                       |   |   | 413 |   |
| 2013                                       |   |   | 413 |   |
| 2014                                       |   |   | 336 |   |
| Thereafter                                 |   |   | 1,600 |   |
| Total                                      |   | $ | 4,339 |   |

----

| ·   | The Company’s stock is thinly traded; |
|--------------------|---------------------------------------------|

| ·   |  The decline in the Company’s stock price during 2009 is not correlated to a change in the overall operating performance of the Company; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Previously unseen pressures in the stock price are in place given the global financial and economic crisis; and |
|--------------------|-----------------------------------------------------------------------------------------------------------------|

| ·   | The Company has a substantial amount of Convertible Preferred Stock outstanding which is not traded in the public market. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------|

----

| 6.   | Fair Value Measurements |
|----------------|-------------------------|

| ·   | Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted pricesthat are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   |  Level 3- Inputs that are unobservable for the asset or liability. |
|--------------------|-------------------------------------------------------------------------|

| 7.   | Accrued Liabilities |
|----------------|---------------------|

|                                        |   | June 30, 2009 |   |   | December 31, 2008 |   |
|---------------------------------------------|--------|---------------|--------|--------|-------------------|--------|
| Accrued liabilities:                        |   |          |   |   |              |   |
| Compensation and other benefit accruals     |   | $             | 2,621  |   |              | $      | 3,161 |   |
| State and local sales taxes and other taxes |   |          | 97     |   |              |   | 170 |   |
| Other accruals                              |   |          | 1,653  |   |              |   | 1,417 |   |
|   Total accrued liabilities       |   | $             | 4,371  |   |              | $      | 4,748 |   |

----

| 8.   | Income Taxes |
|----------------|--------------|

----

|                                                                  |   | For the Three Months EndedJune 30 |   |   | For the Six Months EndedJune 30, |   |
|-----------------------------------------------------------------------|--------|-----------------------------------|--------|--------|----------------------------------|--------|
|                                                                  |   | 2009                              |   |   | 2008                             |   |   | 2009 |   |   | 2008 |   |
|                                                                  |   |                              |   |   |                             |   |   |   |   |   |   |   |
| Continuing Operations:                                                |   |                              |   |   |                             |   |   |   |   |   |   |   |
|       Current                           |   | $                                 | (27    | )      |                             | $      | 12 |   |   | $ | - |   |   | $ | 18 |   |
|       Deferred                          |   |                              | (2,026 | )      |                             |   | (801 | ) |   |   | (1,978 | ) |   |   | (1,267 | ) |
|       Net Change in Valuation Allowance |   |                              | -      |   |                             |   | - |   |   |   | - |   |   |   | - |   |
|                                                                  |   |                              | (2,053 | )      |                             |   | (789 | ) |   |   | (1,978 | ) |   |   | (1,249 | ) |
|                                                                  |   |                              |   |   |                             |   |   |   |   |   |   |   |   |   |   |   |
| The above is further comprised of  the following:           |   |                              |   |   |                             |   |   |   |   |   |   |   |   |   |   |   |
|        Federal                     |   |                              | (1,485 | )      |                             |   | (592 | ) |   |   | (1,477 | ) |   |   | (902 | ) |
|        State                       |   |                              | (568   | )      |                             |   | (197 | ) |   |   | (501 | ) |   |   | (347 | ) |
|                                                                  |   |                              | (2,053 | )      |                             |   | (789 | ) |   |   | (1,978 | ) |   |   | (1,249 | ) |
|                                                                  |   |                              |   |   |                             |   |   |   |   |   |   |   |   |   |   |   |
| Deferred tax expense, net of change in                                |   |                              |   |   |                             |   |   |   |   |   |   |   |   |   |   |   |
| valuation allowance:                                                  |   |                              |   |   |                             |   |   |   |   |   |   |   |   |   |   |   |
|        Federal                     |   |                              | (1,485 | )      |                             |   | (592 | ) |   |   | (1,477 | ) |   |   | (902 | ) |
|        State                       |   |                              | (541   | )      |                             |   | (209 | ) |   |   | (501 | ) |   |   | (365 | ) |
|                                                                  |   |                              | (2,026 | )      |                             |   | (801 | ) |   |   | (1,978 | ) |   |   | (1,267 | ) |

| 9.   | Debt |
|----------------|------|

----

| 10.   |  Commitments and Contingencies |
|-----------------|-------------------------------------|

----

----

| 11.   | Stock-Based Compensation |
|-----------------|--------------------------|

----

|                                                                                                     |   |         |    |
|----------------------------------------------------------------------------------------------------------|--------|--------------|---------|
|                                                                                                     |   |  Shares |    |   | WeightedAverageExercise Price |   |
| Outstanding at December 31, 2008                                                                    |   |         | 300,000 |   |   | $ | 8.33 |   |
| Granted                                                                                                  |   |         | -       |   |   |   | N/A |   |
| Exercised                                                                                                |   |         | -       |   |   |   | N/A |   |
| Canceled                                                                                                 |   |         | -       |   |   |   | N/A |   |
| Outstanding at June 30, 2009                                                                        |   |         | 300,000 |   |   | $ | 8.33 |   |
|  Options exercisable at June 30, 2009                                                               |   |         | 300,000 |   |   | $ | 8.33 |   |
| Weighted average fair value  at date of grant of options  granted during the quarter |   |         | N/A     |   |   |   | N/A |   |

|            |           |   | Options Outstanding   |   |    | Options Exercisable |   |
|-----------------|----------------|--------|-----------------------|--------|---------|---------------------|--------|
|            |           |   |                  |   |    | Weighted            |   |   |   |   |   |   |   |   |   |   |
|            |           |   |                  |   |    | Average             |   |   | Weighted |   |   |   |   |   | Weighted |   |
|            |           |   | Number                |   |    | Remaining           |   |   | Average |   |   | Number |   |   | Average |   |
| Range of        |           |   | Outstanding           |   |    | Life                |   |   | Exercise |   |   | Exercisable |   |   | Exercise |   |
| Exercise Prices |           |   | At 6/30/09 33/3/31/09 |   |    | In Years            |   |   | Price |   |   | At 6/30/09 3/31/09 |   |   | Price |   |
|            |           |   |                  |   |    |                |   |   |   |   |   |   |   |   |   |   |
| $               | 5.00           |   |                  |   | 100,000 |                |   |   | 5.4 |   |   | $ | 5.00 |   |   |   | 100,000 |   |   | $ | 5.00 |   |
| $               | 8.00           |   |                  |   | 100,000 |                |   |   | 5.4 |   |   | $ | 8.00 |   |   |   | 100,000 |   |   | $ | 8.00 |   |
| $               | 12.00          |   |                  |   | 100,000 |                |   |   | 5.4 |   |   | $ | 12.00 |   |   |   | 100,000 |   |   | $ | 12.00 |   |
|            |           |   |                  |   |    |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 5.00 to $12.00 |   |                  |   | 300,000 |                |   |   |   |   |   | $ | 8.33 |   |   |   | 300,000 |   |   | $ | 8.33 |   |

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|                                          |   | Shares |    |   | Weighted Average Grant-Date Fair Value |   |
|-----------------------------------------------|--------|--------|---------|--------|----------------------------------------|--------|
| Nonvested shares at December 31, 2008         |   |   | 67,334  |   |                                   | $      | 3.83 |   |
| Granted                                       |   |   | -       |   |                                   |   | N/A |   |
| Vested                                        |   |   | (833    | )      |                                   | $      | 5.50 |   |
| Cancelled                                     |   |   | (14,832 | )      |                                   | $      | 3.46 |   |
|   Nonvested shares at June 30, 2009 |   |   | 51,669  |   |                                   | $      | 3.91 |   |

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| 12.   | Temporary Equity |
|-----------------|------------------|

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| 13.   | Earnings Per Share and Stockholders Equity |
|-----------------|--------------------------------------------|

| 14.   | Related Party Transactions |
|-----------------|----------------------------|

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| ·   | On March 1, 2005, the Company acquired its New York-based graphics solutions, premedia and retouching services businesses, Color Edge, Inc. (“Color Edge”) and Color Edge Visual, Inc. (“Color Edge Visual”), and its New York-based prototype services provider, Comp 24, LLC (“Comp 24”); |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On August 8, 2005, the Company acquired its California-based graphics solutions business, Crush Creative, Inc. (“Crush”); |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On May 5, 2006, the Company acquired its California-based prototypes business, Dennis Curtin Studios, Inc. (“DCS”); |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------|

| ·   | On May 10, 2006, the Company acquired its Georgia-based prototypes business, Advertising Props, Inc. (“AdProps”); and |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------|

| ·   | On October 1, 2006, the Company acquired its New York-based premedia and retouching services business, Fuel Digital, Inc. (“Fuel”). |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|

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| Period              | Total Number of Shares Purchased (1) (4) |   | Average Price Paid per Share (2) |   | Total Number of Shares Purchased as Part of a Publicly Announced Plans or Programs (3) (4) |    | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3(4) |   |
|---------------------|------------------------------------------|--------|----------------------------------|--------|--------------------------------------------------------------------------------------------|---------|--------------------------------------------------------------------------------------------------------------------|--------|
|                |                                     |   |                             |   |                                                                                       |    |                                                                                                               |   |
| January 1-31, 2009  | 56,528                                   |   |    $              | 0.99   |                                                                                       | 56,528  |                                                                                                               | $      | 2,147 |   |
| February 1-28, 2009 | 51,600                                   |   |                             | 0.72   |                                                                                       | 51,600  |                                                                                                               |   | 2,110 |   |
| March 1-31, 2009    | 18,910                                   |   |                             | 0.90   |                                                                                       | 18,910  |                                                                                                               |   | 2,093 |   |
| April 1- 30, 2009   | 6,168                                    |   |                             | 1.02   |                                                                                       | 6,168   |                                                                                                               |   | 2,087 |   |
|                |                                     |   |                             |   |                                                                                       |    |                                                                                                               |   |   |   |
| Total               | 133,206                                  |   |                             |   |                                                                                       | 133,206 |                                                                                                               |   |   |   |

| Date Share Repurchase Programs were Publicly Announced                                   |   | Approximate Dollar Value Authorized to be Repurchased |   |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|
| July 3, 2001                                                                             |   |   $                                         | 1,000  |   |
| September 1, 2004                                                                        |   |                                                  | 1,000  |   |
| August 14, 2006*                                                                         |   |                                                  | 2,000  |   |
|                                                                                     |   |                                                  |   |   |
| Total dollar value of shares authorized to be repurchased as of  June 30, 2009 |   |   $                                         | 4,000  |   |

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Item 6. Exhibits 

| Exhibit | Description                                                                                                                                                                                                                                                                                                                                                                          |   | Method of Filing                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|
| 2.1     | Asset Purchase Agreement dated as of December 24, 2004, as amended, by and among Merisel, Inc., MCEV, LLC, Color Edge Visual, Inc. (“CEV”), Photobition New York, Inc. (“PBNY”) and the direct or indirect shareholders or members of CEV and PBNY signatories thereto.                                                                                 |   | Filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 2.2     | Asset Purchase Agreement dated as of December 24, 2004, as amended, by and among Merisel, Inc., MC24, LLC, Comp 24, LLC (“Comp 24”) and the direct and indirect shareholders or members of Comp 24 signatories thereto.                                                                                                                                             |   | Filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 2.3     | Amendment and Waiver to Asset Purchase Agreement dated as of March 1, 2005 by and among MCEI, LLC, Merisel, Inc. and Color Edge, Inc. and the direct and indirect shareholders set forth on the signature pages thereto.                                                                                                                                                        |   | Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 2.4     | Amendment and Waiver to Asset Purchase Agreement dated as of March 1, 2005 by and among MCEV, LLC, Merisel, Inc. and Color Edge Visual, Inc. and the direct and indirect shareholders set forth on the signature pages thereto.                                                                                                                                                 |   | Filed as Exhibit 2.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 2.5     | Amendment and Waiver to Asset Purchase Agreement dated as of March 1, 2005 by and among MC24, LLC, Merisel, Inc. and Comp 24, LLC and the direct and indirect shareholders set forth on the signature pages thereto.                                                                                                                                                            |   | Filed as Exhibit 2.6 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 2.6     | Asset Purchase Agreement dated as of July 6, 2005 by and among Merisel, Inc., MCRU, LLC, Crush Creative, Inc. (“Crush”) and the shareholders of Crush signatories thereto, as amended by that certain Amendment and Waiver to Asset Purchase Agreement, dated as of August 8, 2005 by and among Merisel, MCRU, Crush and Guy Claudy as ShareholdersRepresentative.  |   | Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2005. ** |

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| 2.7   | Amendment and Waiver to Asset Purchase Agreement, dated as of August 8, 2005 by and among Merisel, Inc., MCRU, LLC, Crush Creative, Inc. and Guy Claudy as Shareholders Representative.  |   | Filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2005. **        |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------|
| 2.8   | Asset Purchase Agreement dated as of October 4, 2006 by and among Merisel, Inc., Merisel FD, LLC, Fuel Digital, Inc. and the shareholders of Fuel signatories thereto.                   |   | Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 6, 2006. **             |
| 3.1   | Restated Certificate of Incorporation of Merisel, Inc., as amended.                                                                                                                      |   | Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **   |
| 3.2   | Bylaws of Merisel, Inc., as amended.                                                                                                                                                          |   | Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **   |
| 4.1   | Certificate of Designation of Convertible Preferred Stock of Merisel, Inc.                                                                                                                    |   | Filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated June 9, 2000. **                    |
| *10.1 | Merisel, Inc. 1997 Stock Award and Incentive Plan.                                                                                                                                            |   | Filed as Annex II to the Company’s Schedule 14A dated October 6, 1997. **                                   |
| *10.2 | Form of Nonqualified Stock Option Agreement under the Merisel, Inc. 1997 Stock Award and Incentive Plan.                                                                                      |   | Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997. **  |
| 10.3  | Stock Subscription Agreement by and between Merisel, Inc. and Phoenix Acquisition Company II, L.L.C. dated as of June 2, 2000.                                                           |   | Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated June 9, 2000. **                        |

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| 10.4  | Amended and Restated Registration Rights Agreement dated June 9, 2000 (executed November 7, 2002) between Merisel, Inc. and Phoenix Acquisition Company II, L.L.C.  |   | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. **  |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------|
| *10.5 | Employment Agreement dated November 22, 2004 between Merisel, Inc. and Donald R. Uzzi.                                                                              |   | Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2004. **      |
| *10.6 | Employment Agreement dated as of March 1, 2005 by and between Merisel Americas, Inc. and Kenneth Wasserman.                                                         |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| *10.7 | Employment Agreement dated as of March 1, 2005 by and between Merisel Americas, Inc. and John Sheehan.                                                              |   | Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| 10.8  | Credit Agreement dated as of March 1, 2005 by and among MCEI, LLC, MCEV, LLC, Merisel, Inc., Merisel Americas, Inc., MC24, LLC and Amalgamated Bank.                |   | Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| 10.9  | Pledge Agreement, dated as of March 1, 2005, made among MCEI, LLC, MCEV, LLC, Merisel, Inc., Merisel Americas, Inc., and Amalgamated Bank.                          |   | Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| 10.10 | Security Agreement, dated as of March 1, 2005, made by MCEI, LLC, MCEV, LLC, Merisel, Inc., Merisel Americas, Inc., and MC24, LLC, in favor of Amalgamated Bank.    |   | Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| 10.11 | Corporate Guarantee, dated as of March 1, 2005, made among each signatory hereto, in favor of Amalgamated Bank.                                                     |   | Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |
| 10.12 | Credit Agreement dated as of March 1, 2005 by and among MC24, LLC, Merisel, Inc., Merisel Americas, Inc., MCEI, LLC, MCEV, LLC and Amalgamated Bank.                |   | Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **               |

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| 10.13  | Pledge Agreement, dated as of March 1, 2005, made among MC24, LLC, Merisel, Inc., Merisel Americas, Inc., and Amalgamated Bank.                                                                                                                                                                                                                             |   | Filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------|
| 10.14  | Security Agreement, dated as of March 1, 2005 made by MC24, LLC, Merisel, Inc., Merisel Americas Inc., MCEI, LLC, MCEV, LLC, and each of their Subsidiaries from time to time parties thereto, in favor of Amalgamated Bank.                                                                                                                                |   | Filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **       |
| 10.15  | Corporate Guarantee, dated as of March 1, 2005, made among each signatory hereto, in favor of Amalgamated Bank.                                                                                                                                                                                                                                             |   | Filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2005. **  |
| 10.16  | Amendment No. 1 to Credit Agreement dated as of August 8, 2005 by and among MCRU, Color Edge LLC (formerly known as MCEI, LLC), Color Edge Visual, LLC (formerly known as MCEV, LLC), Comp 24 LLC (formerly known as MC24, LLC), Merisel Americas, Inc., the Company and Amalgamated Bank, entered into in connection with the MCEI/MCEV Credit Agreement.  |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2005. **       |
| *10.17 | Amendment to Employment Agreement dated November 22, 2004 between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                                                                                              |   | Filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on March 9, 2006.**    |
| *10.18 | Form of Indemnity Agreement entered into between Merisel, Inc. and each of its Directors and certain Officers.                                                                                                                                                                                                                                              |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2006.**    |
| 10.19  | Amendment No. 2 to Asset Purchase Agreement and Amendment to Confidentiality and Non-Competition Agreement (MCEI).                                                                                                                                                                                                                                          |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2006. **          |
| 10.20  | Amendment No. 2 to Asset Purchase Agreement and Amendment to Confidentiality and Non-Competition Agreement (MCEV).                                                                                                                                                                                                                                          |   | Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 1, 2006. **                |

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| *10.21 | 1997 Merisel Inc. Stock Award and Incentive Plan Form of Restricted Stock Agreement for Executives and Key Employees.                                                                                                                                                                                                                                          |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2006. ** |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|
| 10.22  | Amendment No. 2 to Credit Agreement, dated February 27, 2008, among Color Edge LLC, Color Edge Visual LLC and Crush Creative LLC, as borrowers, the Company, Merisel Americas, Inc., Comp 24 LLC, Fuel Digital, LLC, Dennis Curtin Studios, LLC, MADP, LLC and Advertising Props, Inc., as guarantors, and Amalgamated Bank, as lender.                        |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2008.**      |
| 10.23  | Reaffirmation and Confirmation Agreement (Security Documents), dated February 27, 2008, among Color Edge LLC, Color Edge Visual LLC and Crush Creative LLC, as borrowers, the Company, Merisel Americas, Inc., Comp 24 LLC, Fuel Digital, LLC, Dennis Curtin Studios, LLC, MADP, LLC and Advertising Props, Inc., as guarantors, in favor of AmalgamatedBank.  |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2008.**      |
| *10.24 | Amendment to 1997 Merisel Inc. Stock Award and Incentive Plan Form of Restricted Stock Agreement for Directors.                                                                                                                                                                                                                                           |   | Filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. **        |
| *10.25 | Amendment No. 2 to Employment Agreement, dated January 18, 2008, between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                                                                                     |   | Filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. **   |
| *10.26 | Merisel, Inc. 2008 Stock Award and Incentive Plan.                                                                                                                                                                                                                                                                                                                  |   | Filed as Annex A to the Company’s Schedule 14A dated November 7, 2008. **                                     |
| 10.27  | Amendment No. 3 to Credit Agreement, dated March 26, 2009, among Color Edge LLC, Color Edge Visual LLC and Crush Creative LLC, as borrowers, the Company, Merisel Americas, Inc., Comp 24 LLC, Fuel Digital, LLC, Dennis Curtin Studios, LLC, MADP, LLC and Advertising Props, Inc., as guarantors, and Amalgamated Bank, as lender.                           |   | Filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. .         |

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| *10.28 | Employment Agreement dated May 6, 2009 by and between Merisel, Inc. and Victor L. Cisario.                     |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2009.**  |
|--------|---------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------|
| *10.29 | Amendment #3 to Employment Agreement, dated June 29, 2009 by and between Merisel, Inc. and Donald R. Uzzi.     |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2009.**  |
| 14.1   | Code of Business Conduct.                                                                                           |   | Filed as exhibit 99.2 to the Company’sAnnual Report on Form 10-K for the year ended December 31, 2002.**  |
| 31.1   | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.        |   | Filed herewith.                                                                                                      |
| 31.2   | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   |   | Filed herewith.                                                                                                      |
| 32     | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.       |   | Filed herewith.                                                                                                      |

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