<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                FORM 10-Q/A NO. 1



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


                  For the quarterly period ended June 30, 2001


                             Commission file number:
                                    000-27021


                                 IGO CORPORATION
             (Exact name of registrant as specified in its charter)



               DELAWARE                                        94-3174623
    (State or other jurisdiction of                           (IRS Employer
     incorporation or organization)                       Identification Number)

                                   DAVID OLSON
                  ACTING PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      9393 GATEWAY DRIVE RENO, NEVADA 89511
                    (Address of principal executive offices)


                                (775) 746 - 6140
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period than the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|


             Shares outstanding of each of the registrant's classes
                      of common stock as of August 3, 2001


                  Class                           Outstanding as August 3, 2001
                  -----                           -----------------------------
     Common stock, $0.001 par value                         23,341,474

<PAGE>

                                EXPLANATORY NOTE

         We are amending Items 1 and 2 of Part I of this report as a result of
the restatement of our condensed consolidated financial statements for the three
and six-month periods ended June 30, 2001. The information in Part I, Item 2
under the heading "Factors That May Affect Future Results" has been updated to
reflect the risks applicable as of the date of this amended report. The
information at Part II, Item 1 and at Note 6 of the condensed consolidated
financial statements included herein has also been updated. The other items or
sections of this report not affected by the restatement have been excluded. The
effects of this restatement are disclosed in Item 7 of our Annual Report on Form
10-K for the year ended December 31, 2001, filed with the Securities and
Exchange Commission on April 15, 2002, as amended on May 7, 2002. The amendments
contained herein conform the restated financial information presented in this
report to the restated financial information set forth in the 2001 Form 10-K, as
amended. The effects of the restatement are incorporated into our 2001 condensed
consolidated financial statements and are reflected in management's discussion
and analysis of our operating results in this report. See Note 11 to the
condensed consolidated financial statements included herein.

                                       2
<PAGE>

<TABLE>
                                               IGO CORPORATION

                                              FORM 10-Q/A NO. 1

                                              TABLE OF CONTENTS


<S>        <C>                                                                                         <C>
PART I     FINANCIAL INFORMATION

           ITEM 1      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2001 AND
                       DECEMBER 31, 2000                                                                4

                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE-MONTH AND
                       SIX-MONTH PERIODS ENDED JUNE 30, 2001 AND 2000                                   5

                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX-MONTH PERIODS
                       ENDED JUNE 30, 2001 AND 2000                                                     6

                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                             7

           ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                       OF OPERATIONS                                                                   13

                       FACTORS THAT MAY AFFECT FUTURE RESULTS                                          17


PART II    OTHER INFORMATION

           ITEM 1      LEGAL PROCEEDINGS                                                               28


SIGNATURES                                                                                             29

                                                      3
</TABLE>
<PAGE>

<TABLE>
                                      IGO CORPORATION

                           CONDENSED CONSOLIDATED BALANCE SHEETS

                            JUNE 30, 2001 AND DECEMBER 31, 2000
                                        (UNAUDITED)
<CAPTION>

DOLLARS IN THOUSANDS                                          JUNE 30,       DECEMBER 31,
                                                                2001             2000
                                                           --------------   --------------
ASSETS                                                     (AS RESTATED,
                                                            SEE NOTE 11)
<S>                                                        <C>              <C>
Current assets:
     Cash and cash equivalents .........................   $      10,538    $      20,321
     Accounts receivable, net ..........................           6,128            6,875
     Inventory, net ....................................           5,512            8,179
     Prepaid expenses ..................................             582              905
                                                           --------------   --------------
          Total current assets .........................          22,760           36,280
Property and equipment, net ............................           3,750            4,466
Goodwill and other assets, net .........................          11,403           13,093
                                                           --------------   --------------
               Total ...................................   $      37,913    $      53,839
                                                           ==============   ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable ..................................   $       1,671    $       5,117
     Accrued liabilities ...............................           3,206            3,631
     Current portion of capital lease obligations
          and long-term debt ...........................             372              316
     Short-term note payable ...........................             121              280
                                                           --------------   --------------
          Total current liabilities ....................           5,370            9,344
Long-term portion of capital lease obligations
    and long-term debt .................................              31              190
                                                           --------------   --------------
          Total liabilities ............................           5,401            9,534
                                                           --------------   --------------

Commitments and contingencies (note 6)

Stockholders' equity:
     Common stock, $0.001 par value; 50,000,000
          shares authorized;  23,341,474 and
              23,282,842 shares issued and outstanding .              23               23
     Additional paid-in capital ........................          87,681           87,921
     Deferred compensation .............................            (240)            (604)
     Receivable from stockholder .......................            (374)             (47)
     Accumulated deficit ...............................         (54,578)         (42,988)
                                                           --------------   --------------
          Total stockholders' equity ...................          32,512           44,305
                                                           --------------   --------------
               Total ...................................   $      37,913    $      53,839
                                                           ==============   ==============

              The accompanying notes are an integral part of these condensed
                            consolidated financial statements.

                                            4
</TABLE>
<PAGE>

<TABLE>
                                                     IGO CORPORATION

                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                        FOR THE THREE-MONTH AND SIX-MONTH PERIODS

                                               ENDED JUNE 30, 2001 AND 2000
                                                       (UNAUDITED)
<CAPTION>

DOLLARS IN THOUSANDS (EXCEPT PER SHARE DATA)                     THREE-MONTH PERIODS             SIX-MONTH PERIODS
                                                                        ENDED                          ENDED
                                                              JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,
                                                                2001            2000            2001            2000
                                                            -------------   -------------   -------------   -------------
                                                            (AS RESTATED,                   (AS RESTATED,
                                                             SEE NOTE 11)                    SEE NOTE 11)
Revenues:
<S>                                                         <C>             <C>             <C>             <C>
         Net product revenue ............................   $      7,747    $      9,224    $     17,383    $     16,828
Cost of goods sold ......................................          6,730           6,267          14,466          11,492
                                                            -------------   -------------   -------------   -------------
Gross profit ............................................          1,017           2,957           2,917           5,336
                                                            -------------   -------------   -------------   -------------

Operating expenses:
     Sales and marketing ................................          3,138           5,595           7,034          12,530
     Product development ................................            880           1,291           1,723           2,920
     General and administrative .........................          2,026           2,000           4,284           3,969
     Merger and acquisition costs, including amortization
       of goodwill and other purchased intangibles ......            853             404           1,705           1,003
                                                            -------------   -------------   -------------   -------------
          Total operating expenses ......................          6,897           9,290          14,746          20,422
                                                            -------------   -------------   -------------   -------------

Loss from operations ....................................         (5,880)         (6,333)        (11,829)        (15,086)

Other income/(expense), net .............................           (103)            344             240             890
                                                            -------------   -------------   -------------   -------------

Loss before provision for income taxes ..................         (5,983)         (5,989)        (11,589)        (14,196)
Provision for income taxes ..............................             --              --              --              --
                                                            -------------   -------------   -------------   -------------
Net loss attributable to common
   stockholders .........................................   $     (5,983)   $     (5,989)   $    (11,589)   $    (14,196)
                                                            =============   =============   =============   =============

Net loss per share:
     Basic and diluted ..................................   $      (0.26)   $      (0.29)   $      (0.50)   $      (0.69)
                                                            =============   =============   =============   =============

Weighted-average shares outstanding:
     Basic and diluted ..................................     23,323,880      20,752,602      23,311,485      20,663,320
                                                            =============   =============   =============   =============

            The accompanying notes are an integral part of these condensed consolidated financial statements.

                                                            5
</TABLE>
<PAGE>

<TABLE>
                                      IGO CORPORATION

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
                                        (UNAUDITED)
<CAPTION>

DOLLARS IN THOUSANDS                                                 SIX-MONTH PERIODS ENDED
                                                                       JUNE 30,    JUNE 30,
                                                                         2001        2000
                                                                      ---------   ---------
                                                                        (AS
                                                                      RESTATED,
                                                                      SEE NOTE
                                                                         11)
<S>                                                                   <C>         <C>
Cash flows from operating activities:
  Net loss ........................................................   $(11,589)   $(14,196)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
    Compensation expense related to stock options .................        106         151
    Accrued interest on stockholder note receivable ...............        (21)         (5)
    Provisions for bad debt and inventory .........................      2,329         575
    Loss on disposition of assets .................................        144          17
    Depreciation and amortization .................................        760         536
    Amortization of goodwill ......................................      1,705         755
    Changes in:
      Accounts receivable .........................................        575        (594)
      Inventory ...................................................        510      (2,725)
      Prepaid expenses and other assets ...........................        249         763
      Accounts payable, accrued liabilities and deferred rent .....     (3,871)     (2,415)
                                                                      ---------   ---------
        Net cash used in operating activities .....................     (9,103)    (17,138)
                                                                      ---------   ---------
Cash flows from investing activities:
  Acquisition of property and equipment ...........................       (131)     (1,259)
  Acquisition of businesses .......................................         --      (2,010)
                                                                      ---------   ---------
        Net cash used in investing activities .....................       (131)     (3,269)
                                                                      ---------   ---------
Cash flows from financing activities:
  Principal payments on short-term note and capital leases ........       (262)       (190)
    Loan to stockholder ...........................................       (306)         --

  Proceeds from exercise of stock options .........................         19         304
                                                                      ---------   ---------
        Net cash (used in) provided by financing activities .......       (549)        114
                                                                      ---------   ---------
Net decrease in cash and cash equivalents .........................     (9,783)    (20,293)
Cash and cash equivalents, beginning of period ....................     20,321      57,364
                                                                      ---------   ---------
Cash and cash equivalents, end of period ..........................   $ 10,538    $ 37,071
                                                                      =========   =========

Supplemental disclosure of cash flows information:

    Cash paid during the year for interest ........................   $     46    $     35
                                                                      =========   =========
    Common stock issued in connection with acquisitions ...........   $     --    $  2,208
                                                                      =========   =========
    Net liabilities acquired in acquisition .......................   $     --    $    960
                                                                      =========   =========

              The accompanying notes are an integral part of these condensed
                            consolidated financial statements.

                                             6
</TABLE>
<PAGE>

                                 IGO CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES


ORGANIZATION

      iGo Corporation (formerly Battery Express, Inc.) (the "Company") was
incorporated in California in 1993 and is headquartered in Reno, Nevada. iGo
Corporation (NASDAQ: IGOC) is a leading provider of parts and accessories for
mobile technology products such as laptops, cell phones and wireless devices.
iGo's mission is to keep the mobile professional powered up and connected
anywhere they go.

BASIS OF PRESENTATION

      The accompanying condensed consolidated financial statements for the
three-month and six-month periods ended June 30, 2001 and 2000 have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, certain interim information
and note disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of financial condition, results of operations, and cash flows have
been included. The results of operations for the interim periods should not be
considered indicative of results for any other interim period or for a full
calendar year. These financial statements should be read in conjunction with the
consolidated financial statements, and notes thereto, in the Company's Form 10-K
for the year ended December 31, 2000.

PRINCIPLES OF CONSOLIDATION

     The condensed consolidated financial statements include the accounts of
iGo Corporation and its wholly owned subsidiaries. The subsidiaries were formed
for specific transactions, such as acquisitions. All significant intercompany
balances and transactions have been eliminated in consolidation.

NET LOSS PER SHARE

         Net loss per share--basic and diluted, is computed using the
weighted-average number of common shares outstanding during the period. Stock
options and warrants were not included in the computations because they would
have been antidilutive. The number of potentially dilutive shares that were not
included in weighted average shares outstanding were 2,047,092 and 1,444,634 for
the six-month periods ended June 30, 2001 and 2000, respectively.

USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in the
consolidated financial statements. Actual amounts could differ from those
estimates.

                                       7
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which is effective for all fiscal quarters for all fiscal years beginning after
June 15, 2000. Adoption of SFAS No. 133 in January 2001, did not have a material
impact on the Company's consolidated financial statements.

         In June 2001, the FASB issued SFAS No. 141, "Business Combinations",
and SFAS No. 142, "Goodwill and Other Intangible Assets". Together these
statements will change the accounting for business combinations and goodwill.
SFAS No. 141 requires the purchase method of accounting for all business
combinations initiated after June 30, 2001, and eliminates the
pooling-of-interests method. SFAS No. 142 changes the accounting for goodwill
and indefinite lived intangible assets from an amortization method to an
impairment only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of SFAS No.
142. Amortization will still be required for identifiable intangible assets with
finite lives. The Company is required to adopt SFAS No. 142 in January 2002. The
Company has not yet completed its analysis of the impact that SFAS No. 141 and
SFAS No. 142 will have on its financial condition or results of operations.

RECLASSIFICATIONS

      Certain reclassifications have been made to the prior year financial
statements to conform to the 2001 presentation.

2.   ACCOUNTS RECEIVABLE

      Accounts receivable consist of the following at June 30, 2001 and December
31, 2000:

DOLLARS IN THOUSANDS                                JUNE 30,    DECEMBER 31,
                                                      2001         2000
                                                    --------     --------
Trade receivables ............................      $ 6,480      $ 7,501
Other current receivables ....................          449          449
Allowance for bad debts ......................         (801)      (1,075)
                                                    --------     --------
     Total accounts receivable, net ..........      $ 6,128      $ 6,875
                                                    ========     ========

3.   INVENTORY

      Inventory consists of the following at June 30, 2001 and December 31,
2000:

DOLLARS IN THOUSANDS                                JUNE 30,    DECEMBER 31,
                                                      2001         2000
                                                    --------     --------
Products on hand .......................            $ 7,300      $ 8,964
Inventory reserve ......................             (1,788)        (785)
                                                    --------     --------
     Total inventory, net ..............            $ 5,512      $ 8,179
                                                    ========     ========

                                       8
<PAGE>

4.     PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at June 30, 2001 and
December 31, 2000:

DOLLARS IN THOUSANDS                                     JUNE 30,   DECEMBER 31,
                                                           2001         2000
                                                           ----         ----
          Leasehold improvements.....................    $    363     $    363
          Furniture and equipment....................       3,258        3,309
          Software...................................       2,009        2,039
          Accumulated depreciation...................      (1,880)      (1,245)
                                                         ---------    --------
               Total property and equipment, net.....    $  3,750     $  4,466
                                                         =========    =========

5.   GOODWILL AND OTHER ASSETS

         Goodwill and other assets consists of the following at June 30, 2001
and December 31, 2000:

DOLLARS IN THOUSANDS                                     JUNE 30,   DECEMBER 31,
                                                           2001         2000
                                                           ----         ----
Goodwill ............................................   $ 14,359     $ 14,358
Accumulated amortization ............................     (3,814)      (2,109)
                                                        ---------    ---------
     Goodwill, net ..................................     10,545       12,249
                                                        ---------    ---------

Other assets ........................................      1,169        1,089
Accumulated amortization ............................       (311)        (245)
                                                        ---------    ---------
     Other assets, net ..............................        858          844
                                                        ---------    ---------
                 Total goodwill and other assets, net   $ 11,403     $ 13,093
                                                        =========    =========

6.       LEGAL PROCEDINGS

      From time to time the Company is involved in litigation incidental to the
conduct of its business. The Company is not currently a party to any lawsuit or
arbitration proceeding the outcome of which the Company believes will have a
material adverse effect on its financial position, results of operations or
liquidity.

      The Securities and Exchange Commission has entered a formal order of
private investigation concerning the events underlying the Company's revisions
of its fiscal 2000 operating results based on adjustments to fourth quarter 2000
revenue, which results were announced and revised in certain press releases
issued in January and March of 2001. In connection with its investigation, the
Commission will also be reviewing the restatement of the Company's financial
statements set forth in the Company's 2001 Annual Report on Form 10-K, as
amended, and certain related accounting, sales and organizational matters. The
Company has been cooperating fully with the Staff of the Commission in its
investigation and to date the Staff has made no determinations that the Company
is aware of with respect to this investigation.

7.       BUSINESS ACQUISITIONS

     On January 4, 2000, the Company acquired CAW Products, Inc., d.b.a.
Cellular Accessory Warehouse, for $353,458 comprised of $100,000 in cash and
$253,458 in stock (29,167 shares of common stock valued at $8.69 per share, the
approximate market price of such shares during the few days leading up to and
following the announcement of the transaction). Additionally, on January 11,
2000, the Company acquired AR Industries Inc., d.b.a. Road Warrior


                                       9
<PAGE>

International, for $2,704,167 comprised of $750,000 in cash and $1,954,167 in
stock (279,167 shares of common stock valued at $7.00 per share, the approximate
market price of such shares during the few days leading up to and following the
announcement of the transaction). Road Warrior International is a designer and
distributor of laptop connectivity and power products, as well as model specific
laptop hard drive upgrades. Cellular Accessory Warehouse is a distributor of
model specific cellular accessories.

     On August 29, 2000, the Company acquired substantially all the assets of
Xtend Micro Products, Inc., for $2,500,000 in cash and 2,268,451 shares of iGo
Common Stock. Of such shares, 1,896,574 shares are subject to an earn-out
provision based on the post-closing operating performance of the Xtend business
unit. Xtend will have the opportunity to earn up to an additional $2,500,000 in
a combination of iGo Common Stock and/or cash (at iGo's election) for
exceptional post-closing operating performance. Founded in 1990, Xtend Micro
Products Inc. is a leader in OEM and OEM compatible power products and
accessories for the portable computer market.

     Each acquisition was recorded using the purchase method of accounting under
Accounting Principles Board ("APB") Opinion No. 16. Results of operations for
each acquired company have been included in the financial results of the Company
from the respective acquisition date forward. In accordance with APB Opinion No.
16, all identifiable assets were assigned a portion of the cost of the acquired
companies (purchase price) on the basis of their respective fair values.
Identifiable intangible assets and goodwill are included in "Intangibles and
other assets, net" on the accompanying condensed consolidated balance sheets and
are amortized over their estimated useful lives, which approximates 40 months
for both Cellular Accessory Warehouse and Road Warrior International, and 60
months for Xtend Micro Products. Intangible assets were identified and valued by
considering the Company's intended use of acquired assets and analysis of data
concerning products, technologies, markets, historical financial performance,
and underlying assumptions of future performance. The economic and competitive
environment in which the Company and the acquired companies operate was also
considered in the valuation analysis. The Company periodically evaluates its
intangible assets for impairment, and as of June 30, 2001, management believes
such assets are not impaired.

8.       LOAN TO CHAIRMAN AND CHIEF EXECUTIVE OFFICER

     On January 2, 2001, the Company entered into a Secured Loan Agreement with
Ken Hawk, then the Company's Chairman and Chief Executive Officer, pursuant to
which the Company loaned him $306,100. This loan bore interest at 10.5% and
would have matured on June 8, 2001. The loan was full recourse and was secured
by 306,100 shares of iGo common stock held by Mr. Hawk, which represented shares
with a market value of twice the loan principal amount on the date the loan was
made. As described below, this loan was subsequently restructured.

9.       RESIGNATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

     On March 26, 2001, Ken Hawk resigned from his employment with and as the
President, Chairman of the Board and Chief Executive Officer of the Company. Mr.
Hawk will continue to serve as a member of the Company's Board of Directors.
Under a Consulting Agreement, Mr. Hawk will also serve as a consultant to the
Company for a period of one year following his resignation. As consideration for
his services as a consultant, Mr. Hawk will receive an aggregate of
approximately $240,500 during the term of the Consulting Agreement. The Company
also agreed to restructure the indebtedness owed by Mr. Hawk to the Company.


                                       10
<PAGE>

Under the terms of a Secured Note, previously existing notes payable to the
Company were consolidated into one note for an aggregate principal amount of
$366,410. This note bears interest at 8.0% and matures on March 26, 2003, or
upon an event of default. The note is secured by 977,000 shares of iGo common
stock owned by Mr. Hawk, which represented shares with a market value of
approximately twice the principal amount of the note on the date of the Security
Agreement executed by Mr. Hawk in conjunction with the note.

10.      NOTICE OF POSSIBLE DELISTING FROM NASDAQ

     On July 17, 2001, the Company received a letter from Nasdaq stating that
its common stock had failed to maintain a minimum bid price of $1.00 as required
for continued listing on the Nasdaq National Market under Marketplace Rules
4450(a)(5) and 4310(c)(8)(B) and that our stock was therefore subject to
delisting. The Company has filed a request for an oral hearing before the Nasdaq
Listing Qualifications Panel, and such hearing has been scheduled for August 31,
2001. At the hearing the Company will request an extension of time to come into
compliance with the $1.00 minimum bid price requirement. There can be no
assurances that this appeal will be resolved favorably. In the event that such
request for an extension is denied, the Company's common stock would thereafter
be quoted on the OTC Bulletin Board unless re-listed on the Nasdaq or another
exchange or quotation system. While our stock would continue to trade on the
over-the-counter bulletin board following any delisting from the Nasdaq National
Market, the Company expects that our stock price and trading volume would
decline, possibly significantly, and its ability to raise additional capital
would be substantially diminished by any such delisting.

11.      RESTATEMENT

     Subsequent to the issuance of the Company's consolidated financial
statements for the year ended December 31, 2001, management of the Company
determined that certain amounts should be restated from those previously
reported on the Company's Form 10-Q filed for the quarter ended June 30, 2001 to
(1) increase both second quarter net product revenue and cost of goods sold by
$344,000 as a result of corrections to accounting entries duplicating the
elimination of certain intercompany transactions during the period, (2)
recognize additional second quarter cost of goods sold of $62,000 for inventory
pricing and tracking errors, (3) record additional second quarter sales and
marketing expense of $26,000 for an increase in the provision for bad debts and
(4) record a $144,000 write-off of the net book value of website hardware and
software resulting from the implementation of the Company's enhanced website. As
a result of these adjustments, the Company's net loss for the second quarter
increased by approximately $232,000 from the previously reported amount. The
transactions noted in (2), (3) and (4), which had been recognized in the fourth
quarter of 2001, were previously identified during the Company's 2001 audit, but
were deemed not material and therefore did not warrant restatement of the second
quarter. Since the second quarter is being restated for the matter noted in (1),
the Company determined that these transactions would also be corrected as part
of the restatement.

                                       11
<PAGE>


     A summary of the significant effects of the restatement on the accompanying
condensed consolidated statements of operations and balance sheet is as follows
(items that have not been changed were not affected by the restatement):

EFFECTS ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS:

<TABLE>
<CAPTION>
                                        THREE-MONTH PERIOD ENDED      SIX-MONTH PERIOD ENDED
                                            JUNE 30, 2001                  JUNE 30, 2001
                                       -------------------------    -------------------------
                                       AS PREVIOUSLY       AS       AS PREVIOUSLY       AS
                                         REPORTED       RESTATED      REPORTED       RESTATED
                                         --------       --------      --------       --------
                                                       (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>            <C>            <C>
Revenues:
     Net product revenue .........      $  7,403       $  7,747       $ 17,039       $ 17,383
                                        ---------      ---------      ---------      ---------
Cost of goods sold ...............         6,324          6,730         14,060         14,466
                                        ---------      ---------      ---------      ---------
Gross profit .....................         1,079          1,017          2,979          2,917
Operating expenses:
     Sales and marketing .........         3,112          3,138          7,008          7,034
     Product development .........           880            880          1,723          1,723
     General and administrative ..         2,026          2,026          4,284          4,284
     Merger and acquisition costs            853            853          1,705          1,705
                                        ---------      ---------      ---------      ---------
          Total operating expenses         6,871          6,897         14,720         14,746
                                        ---------      ---------      ---------      ---------
Loss from operations .............        (5,792)        (5,880)       (11,741)       (11,829)
Other income, net ................            41           (103)           384            240
                                        ---------      ---------      ---------      ---------
          Net loss ...............      $ (5,751)      $ (5,983)      $(11,357)      $(11,589)
                                        =========      =========      =========      =========
Net loss per share:
      Basic and diluted ..........      $  (0.25)      $  (0.26)      $  (0.49)      $  (0.50)
                                        =========      =========      =========      =========
</TABLE>


EFFECTS ON THE CONDENSED CONSOLIDATED BALANCE SHEET:

<TABLE>
<CAPTION>
                                                           JUNE 30,         JUNE 30,
                              DOLLARS IN THOUSANDS           2001             2001
                                                        ---------------  ---------------
                                                        AS PREVIOUSLY          AS
                                                           REPORTED         RESTATED
                                                           --------         --------

     <S>                                                     <C>              <C>
     Accounts receivable, net.........................       $ 6,154          $ 6,128
     Inventory, net...................................         5,574            5,512
     Property and equipment, net......................         3,894            3,750
     Total assets .                                           38,145           37,913
     Accumulated deficit..............................       (54,346)         (54,578)
</TABLE>

                                       12
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS


     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The following discussion was prepared by
iGo Corporation (referred throughout this document where appropriate, as "iGo,"
"Company," "we," "our," and "us"), and should be read in conjunction with, and
is qualified in its entirety by, the Consolidated Financial Statements and the
Notes thereto included in this report as well as the Factors That May Effect
Future Results that follow this discussion. The following discussion and other
material in this report on Form 10-Q contain certain forward-looking statements.
The forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable, are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control, and upon assumptions with respect to
future business decisions which are subject to change. Accordingly, actual
results could differ materially from those contemplated by such forward-looking
statements.

     iGo, iGo (stylized), iGo.com, and Road Warrior are registered trademarks of
iGo. Mobile Technology Outfitter, iGo Alerts, iGo Concierge and Pocket Dock are
trademarks of iGo or its subsidiaries. This report also contains brand names,
service marks and trademarks of other companies which are the property of their
respective holders.

OVERVIEW

      iGo was incorporated in March 1993 and began offering products for sale
later that year, but did not generate meaningful revenues until 1995. For the
period from inception to 1995, our operating activities related primarily to the
development of our proprietary databases and to locating favorable sources of
supply. In 1995, we launched our first direct marketing campaign and focused on
building sales volume and fulfillment capabilities, and in 1996, we launched our
website. In June 1997, we relocated from San Jose, California to Reno, Nevada to
take advantage of lower operating costs for our customer contact and fulfillment
centers.

      Revenues from sales of products and shipping fees are recognized at the
time the merchandise is shipped, net of any discounts and reserves for expected
returns. The majority of orders are shipped the same day they are received.
Wireless data service activation fees are recognized at the time of activation
of the service. To date, approximately 55% of customer purchases have been made
with credit cards. We generally receive payment from the credit card companies
within one to four business days after shipment of the product. We also extend
credit terms, typically net 30 days to 90 days, to corporate accounts that we
have evaluated for creditworthiness. Inventory is carried at the lower of cost
or market. We use the first-in-first-out method to determine cost. Advertising
and promotional costs are expensed as incurred and are recorded net of any
cooperative advertising amounts due from our suppliers at that time. In the case
of direct mail campaigns, the expenses are recorded at the time the promotional
piece is mailed to potential customers because the projected future revenue
stream from these mailings, which can occur over a two-month period, cannot be
ultimately determined at the time the mailing occurs.

      We incurred net losses of $23.9 million in 2000, $15.0 million in 1999 and
$1.9 million in 1998. For the six months ended June 30, 2001, our net loss was
$11.6 million. At June 30, 2001, we had an accumulated deficit of approximately
$54.6 million. The net losses resulted primarily from operating expenses
including costs associated with marketing programs to attract new customers,
developing our website and proprietary databases and the development of our
operational infrastructure.

                                       13
<PAGE>

     Although we have reduced operating expenses in absolute dollar terms, we
will need to generate significantly higher revenues to achieve and maintain
profitability. If our revenue growth is slower than we anticipate or our
operating expenses exceed our expectations, our losses will be significantly
greater, which will in turn delay or prevent our achievement of profitability.

THREE MONTH PERIOD AND SIX MONTH PERIOD ENDED JUNE 30, 2001 COMPARISON TO THREE
MONTH AND SIX MONTH PERIOD ENDED JUNE 30, 2000

     RESTATEMENT OF PREVIOUSLY REPORTED AMOUNTS

     The condensed consolidated financial statements for the three and six
months ended June 30, 2001 have been restated from those previously reported on
our Form 10-Q filed for the quarter ended June 30, 2001 to (1) increase both
second quarter net product revenue and cost of goods sold by $344,000 as a
result of corrections to accounting entries duplicating the elimination of
certain intercompany transactions during the period, (2) recognize additional
second quarter cost of goods sold of $62,000 for inventory pricing and tracking
errors, (3) record additional second quarter sales and marketing expense of
$26,000 for an increase in the provision for bad debts and (4) record a $144,000
write-off of the net book value of website hardware and software resulting from
the implementation of our enhanced web site. As a result of these adjustments,
our net loss for the second quarter increased by approximately $232,000 from the
previously reported amount. The transactions noted in (2), (3) and (4), which
had been recognized in the fourth quarter of 2001, were previously identified
during our 2001 audit, but were deemed not material and therefore did not
warrant restatement of the second quarter. Since the second quarter is being
restated for the matter noted in (1), we determined that these transactions
would also be corrected as part of the restatement.

     The significant effects of these restatements are disclosed in Note 11 to
the accompanying condensed consolidated financial statements and are
incorporated in this management discussion and analysis.

     NET PRODUCT REVENUE. Net product revenue consists of product sales to
customers and outbound shipping charges, net of any discounts and reserves for
expected returns. Net product revenue decreased from $9.2 million for the three
month period ended June 30, 2000 to $7.7 million for the three month period
ended June 30, 2001. The decrease in net revenues in the current year period is
primarily attributable to a general contraction in purchasing by our corporate
customers during the second quarter. For the six month period ended June 30,
2001, net revenues were $17.4 million compared to $16.8 million during the six
month period ended June 30, 2000. The increase in net product revenue for the
current year six month period was attributable to higher revenues in the first
quarter of 2001, primarily a result of expanded marketing efforts and strategic
relationship initiatives, repeat purchases from pre-existing buyers, increased
success in selling to enterprises, or business-to-business, and our purchase of
Xtend Micro Products.

     GROSS MARGIN. Gross Margin is net product revenue less the cost of sales,
which typically consists of the cost of products sold to customers, inbound
shipping expense and outbound shipping charges. In the three month and six month
periods ended June 30, 2001, the Company also recorded increases to inventory
reserves specific to discontinued and excess inventory. Gross margin for the
second quarter of 2001 amounted to 13.1% of net product revenues, compared with
32.1% in the second quarter of last year. For the first six months of 2001,
gross margin was 16.8% of net product revenues, compared with 31.7% in the same
period last year. The primary cause for the margin decline was a $1.0 million,


                                       14
<PAGE>

non-cash charge for discontinued and excess inventory recorded in the second
quarter of 2001. This charge and an additional $1.0 million charge taken in the
first quarter were the primary cause of the lower gross margin for the first six
months of 2001. These charges resulted from the Company's continued efforts to
focus on targeted core products and unanticipated changes in customer demand for
certain products. The lower gross margin on the sale of close out inventory also
contributed to the overall lower gross margin.

     SALES AND MARKETING. Sales and marketing expenses consist primarily of
advertising costs, fulfillment expenses, credit card costs and the salary and
benefits of our sales, marketing and customer contact center personnel.
Advertising and promotional expenses include pay for performance and online
marketing efforts, print advertising, trade shows and direct marketing costs.
Sales and marketing expenses decreased from $5.6 million for the three month
period ended June 30, 2000 to $3.1 million for the three month period ended June
30, 2001, and decreased from $12.5 million for the six month period ended June
30, 2000 to $7.0 million for the six month period ended June 30, 2001. The most
significant single component of sales and marketing expense is advertising
costs. From the second quarter of 2000 to the second quarter of 2001 advertising
costs declined in absolute dollars from approximately $2.4 million to $550,000.
Expressed as a percentage of net revenue, advertising costs decreased from 26%
in the second quarter of 2000 to 7% in the second quarter of 2001. Advertising
costs declined from $6.4 million, or 38% of net revenue, in the first six months
of 2000 to $1.7 million, or 10% of net revenue for the first six months of 2001.
This decrease is principally due to efforts to reduce spending and direct
marketing expenditures into programs with the greatest benefit potential.
Additional cost declines are associated with reductions in staffing, lower
incentive plan expenses and lower fulfillment expenses, which decline due to
lower sales volume.

     PRODUCT DEVELOPMENT. Product development expenses generally consist of
payroll and related expenses for merchandising and website personnel, site
hosting fees and web content and design expenses as well as expenses associated
with development of our proprietary products. Product development expenses
decreased from $1.3 million for the three month period ended June 30, 2000 to
$880,000 for the three month period ended June 30, 2001, and from $2.9 million
for the six month period ended June 30, 2000 to $1.7 million for the six month
period ended June 30, 2001. The higher expense in the prior year was primarily
attributable to additional investment made to improve the functionality and
speed of our existing web site, as well as planning and design costs incurred
for the next generation of our web site.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses consist of
salaries and related costs for our executive, administrative and finance
personnel, support services and professional fees, as well as general corporate
expenses such as rent and depreciation and amortization. General and
administrative expenses were unchanged at $2.0 million for each of the quarters
ended June 30, 2000 and 2001. Expressed as a percentage of net revenue, general
and administrative expenses increased from 22% to 26%, respectively, due to
lower net revenues in the current year period. General and administrative
expenses increased from $4.0 million for the six month period ended June 30,
2000 to $4.3 million for the six month period ended June 30, 2001. The increase
in general and administrative expenses for the first six months of 2001 over the
prior year period was primarily attributable to one time charges related to our
reorganization in the first half of 2001 and costs associated with operations of
Xtend Micro Products, which was acquired in August of 2000.

     MERGER AND ACQUISITION COSTS, INCLUDING AMORTIZATION OF GOODWILL AND OTHER
PURCHASED INTANGIBLES. In the three month period ended June 30, 2001, we
incurred $853,000 in merger and acquisition costs inclusive of goodwill
amortization compared to $404,000 incurred during the three month period ended
June 30, 2000. In the six month period ended June 30, 2001, merger and
acquisition costs inclusive of goodwill amortization were $1.7 million compared
to $1.0 million incurred during the six month period ended June 30, 2000. These
non-cash acquisition costs primarily relate to the amortization of goodwill


                                       15
<PAGE>

resulting from the January 2000 acquisitions of Road Warrior and Cellular
Accessory Warehouse and the August 2000 acquisition of Xtend Micro Products.
Goodwill and covenants not to compete are amortized on a straight-line basis
over their respective useful lives, generally 40 to 60 months.

     OTHER INCOME/(EXPENSE), NET. Other income/(expense), net, consists
primarily of interest income earned on cash and cash equivalents, net of
interest expense on borrowing and capital leases, and losses resulting from
disposals of fixed assets. Other income/(expense), net, decreased from other
income, net of $344,000 for the three month period ended June 30, 2000 to
$103,000 net expense for the three month period ended June 30, 2001. For the six
month period ended June 30, 2001, other income, net, was $240,000 compared to
$890,000 for the six month period ended June 30, 2000. These decreases were
primarily attributable to lower interest income as funds invested from the net
proceeds of the initial public offering in October 1999 declined and the
$144,000 write-off during the three month period ended June 30, 2001 of the net
book value of web site equipment and software resulting from the implementation
of our enhanced website.

     INCOME TAXES. The Company did not provide any current or deferred U.S.
federal, state or foreign income tax provision or benefit for any of the periods
presented because it has experienced losses since inception. Utilization of the
Company's net operating loss carryforwards, which begin to expire in 2011, may
be subject to certain limitations under Section 382 of the Internal Revenue Code
of 1986, as amended. The Company has provided a full valuation allowance on the
deferred tax asset, consisting primarily of net operating loss carryforwards,
because of the uncertainty regarding its realizability.

LIQUIDITY AND CAPITAL RESOURCES

     Prior to our initial public offering, we financed our operations primarily
through the sale of preferred stock, capital lease obligations and revolving
credit facilities. Prior to our initial public offering, we received $13.2
million from the sale of preferred stock, net of issuance costs. Of this amount,
$1.4 million was received in June 1996, $6.0 million in October 1998 and $5.8
million in July 1999. Proceeds from equipment financed under a sale-leaseback
transaction, net of principal repayments, amounted to $685,000 during the year
ended December 31, 1999. There were no proceeds from equipment financed under
sale-leaseback transactions during the six month period ended June 30, 2001.
Proceeds from our initial public offering in October 1999, net of offering
costs, amounted to approximately $62.6 million.

     Net cash used in operating activities was $9.1 million for the six month
period ended June 30, 2001, compared to $17.1 million for the six month period
ended June 30, 2000. Net cash used in operating activities during the current
period consisted primarily of net losses, as well as fluctuations in accounts
payable and accounts receivable between periods. Non-cash expenses included in
the net loss for the first six months of 2001 were approximately $3.0 million
higher than for the first six months of 2000. In the six month period ended June
30, 2000, an increase in inventory accounted for approximately $2.7 million of
cash used in operating activities compared to $449,000 in cash provided by
operating activities in six month period ended June 30, 2001, as a result of a
decrease in inventories.

     Net cash used in investing activities was $131,000 for the six month period
ended June 30, 2001, which was attributable to acquisitions of property and
equipment. Net cash used in investing activities was $3.3 million for the six
month period ended June 30, 2000, and reflects purchases of property and
equipment and acquisition of businesses associated with growth of our business.

                                       16
<PAGE>

     Net cash used in financing activities was $549,000 for the six month period
ended June 30, 2001, compared to $114,000 in cash provided by financing
activities for the six month period ended June 30, 2000. Cash used in financing
activities in the current year period represented a loan to a stockholder, who
was formerly our Chairman and Chief Executive Officer, and principal payments on
debt. Cash provided by financing activities in the prior year period represented
proceeds from the exercise of stock options, which was partially offset of
principal payments on debt.

     We currently anticipate that our available funds will be sufficient to meet
our anticipated working capital and capital expenditure needs at least through
the end of 2001. We may need to raise additional funds before the end of 2001 in
the event that we pursue strategic acquisitions or experience operating losses
that exceed our expectations. If we raise additional funds through the issuance
of equity securities or convertible debt securities, our existing stockholders
may experience significant dilution. Furthermore, additional financing may not
be available when needed or, if it is available, the terms may not be favorable
to our stockholders or us.

                     FACTORS THAT MAY AFFECT FUTURE RESULTS

WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR POTENTIAL FOR
FUTURE SUCCESS.

         We were incorporated in 1993 and did not begin to generate meaningful
revenues until 1995. Accordingly, we have only a limited operating history upon
which you can evaluate our business and prospects. You must consider the risks
and uncertainties frequently encountered by growth stage companies in new and
rapidly evolving markets, such as high-technology and electronic commerce. These
risks include our ability to continue to:

         o        sustain sales while reducing operation costs;

         o        implement our business model;

         o        attract new customers,

         o        retain existing customers and maintain customer satisfaction;

         o        maintain our gross margins in the event of price competition
                  or rising wholesale prices;

         o        minimize technical difficulties and system downtime;

         o        manage distribution of our proprietary products;

         o        manage cost effective marketing programs; and

         o        attract, train and retain employees.

         If we are unsuccessful in addressing these risks and uncertainties, our
business, financial condition and results of operations will be harmed.

WE HAVE A HISTORY OF LOSSES AND WE EXPECT LOSSES FOR AT LEAST THE NEXT SEVERAL
QUARTERS.

         Since our inception in 1993, we have incurred significant net losses,
resulting primarily from costs related to developing our proprietary databases,
establishing our brand, building our customer contact center, developing
relationships with suppliers and attracting users to our website. At December


                                       17
<PAGE>

31, 2001, we had an accumulated deficit of approximately $74.8 million. If our
revenue is less than we anticipate or our operating expenses exceed our
expectations, our losses will be significantly greater, which will in turn delay
or prevent our achievement of profitability.

WE MAY NOT HAVE SUFFICIENT CAPITAL TO REACH PROFITABILITY.

         Our internal financial models project that our current cash, cash
equivalents and short-term investments, together with other available capital
resources, may be sufficient to permit us to reach a cash-flow positive state.
However, there can be no assurance that we will reach cash-flow positive without
raising additional funds. We may experience unexpected expenditures or higher
than expected expenditures, which may require us to seek additional funding. If
additional funding is necessary, we may seek such additional funding through
debt or equity financings. We currently have no commitments for any additional
financing, and there can be no assurance that adequate funds for our operations
will be available to us. A lack of sufficient capital may require us to delay,
scale back or even eliminate some or all of our operations.

IF OUR SHARES ARE DELISTED, OUR STOCK PRICE MAY DECLINE FURTHER AND WE MAY BE
UNABLE TO RAISE ADDITIONAL CAPITAL.

         In February 2002, we received notice from Nasdaq that we are not in
compliance with Marketplace Rule 4450(a)(5), which requires our common stock to
have a minimum $1.00 bid price per share. Under the Marketplace Rules, we have
until May 15, 2002, to regain compliance by achieving a closing bid price for
our shares of $1.00 or more for a minimum of ten consecutive trading days. We
have also been notified that we are not in compliance with Marketplace Rule
4450(a)(2), which requires that the minimum market value of our publicly held
shares (shares held by non-affiliates of iGo) be at least $5,000,000, and that
we have until June 17, 2002 to regain compliance by raising the market value of
publicly held shares to $5,000,000 or more for ten consecutive trading days.
Failure to regain compliance with either of these standards would result in our
common stock being delisted from the Nasdaq National Market. We could appeal a
delisting decision and/or transfer our securities to the Nasdaq SmallCap Market.
There can be no assurance that any such appeal would be successful or that we
could maintain compliance with the continued listing requirements of the Nasdaq
SmallCap Market for any substantial period of time. While our stock would
continue to trade on the over-the-counter bulletin board following any delisting
from either Nasdaq Market, we expect that our stock price and trading volume
would decline, possibly significantly, and our ability to raise additional
capital would be substantially diminished by any such delisting.

ALTHOUGH WE ARE AWARE OF NO DETERMINATIONS, CONCERNS REGARDING THE SEC
INVESTIGATION COULD HARM OUR BUSINESS.

         The Securities and Exchange Commission has issued a formal order of
private investigation concerning the events underlying our revisions of our
fiscal 2000 operating results based on adjustments to fourth quarter 2000
revenue, which results were announced and revised in certain press releases
issued in January and March of 2001. In connection with its investigation, the
Commission will also be reviewing the restatement of our financial statements
set forth in our 2001 Annual Report on Form 10-K, as amended, and certain
related accounting, sales and organizational matters. Although the Staff of the
Commission has made no determinations that we are aware of with respect to this
investigation, the investigation itself could raise concerns about iGo in the
eyes of customers and investors and, as a result, could harm our business and
our stock price.

                                       18
<PAGE>

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT FLUCTUATIONS IN OUR
QUARTERLY OPERATING RESULTS.

         Although independent market research firms forecast that shipments of
portable personal computers, the number of wireless subscribers and the market
for accessories for mobile electronic devices will grow substantially over the
next few years, we cannot be certain that this growth will actually occur or
that our sales will grow at the same rate or at all. We cannot forecast with any
degree of certainty the extent of our sales of these products. We expect our
operating results could fluctuate significantly from quarter to quarter as a
result of various factors including:

         o        our ability to attract prospects and convert them into
                  customers;

         o        the level of merchandise returns we experience;

         o        changes and seasonal fluctuations in the buying patterns of
                  our customers;

         o        our inability to obtain adequate supplies of high-demand
                  products;

         o        unanticipated cost increases or delays in shipping of our
                  products, transaction processing, or production and
                  distribution of our direct marketing materials;

         o        unanticipated delays with respect to product introductions;
                  and

         o        the costs, timing and impact of our marketing and promotional
                  initiatives.

         Because of these and other factors, we believe that quarter to quarter
comparisons of our results of operations are not good indicators of our future
performance. If our operating results fall below the expectations of investors
in some future periods, our stock price will likely decline further. See "Item 7
-Management's Discussion and Analysis of Financial Condition and Results of
Operations - Quarterly Results of Operations" for more information on our
quarterly operating results.

STRENGTHENING THE IGO, ROAD WARRIOR AND XTEND BRANDS IS CRITICAL TO OUR SUCCESS.

         We believe that strengthening the iGo brand as well as the brands of
our proprietary product lines, Road Warrior and Xtend, will be critical to the
success of our business. We cannot be certain that our brands will attract new
customers or retain existing customers, and the failure to maintain a strong and
effective brand may harm our business, financial condition and results of
operations.

WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS, AND WE MAY NOT BE ABLE TO
HIRE ENOUGH ADDITIONAL MANAGEMENT AND OTHER PERSONNEL AS OUR BUSINESS GROWS.

         Our performance is substantially dependent on the continued services
and on the performance of our executive officers. The loss of the services of
any of our executive officers could harm our business. Any of our officers or
employees can terminate his or her employment relationship at any time. Some key
members of our management team have recently been hired. These individuals have
had little experience working in our organization. We cannot be certain that we
will be able to integrate new executives or other employees into our
organization effectively. In addition, there are significant administrative


                                       19
<PAGE>

burdens placed on our management team as a result of our status as a public
company. The loss of any of our officers could harm our results of operations
and financial condition. In addition, we may be unable to retain our other key
employees or attract, assimilate and retain other highly qualified employees in
the future, which could harm our business, financial condition and results of
operations.

COMPETITION MAY DECREASE OUR MARKET SHARE, NET REVENUES AND GROSS MARGINS AND
MAY CAUSE OUR STOCK PRICE TO DECLINE.

      The mobile computing and communications markets in which we operate are
rapidly evolving and highly competitive. Our competitors operate in a number of
different distribution channels, including electronic commerce, traditional
retailing, catalog retailing and direct selling. We currently or potentially
compete with a variety of companies in the sale of products in specific
categories, including:

         o        mobile products suppliers such as Targus;

         o        retailers and etailers such as CompUSA and Amazon.com;

         o        direct marketers such as Buy.com, CDW, Insight and
                  Microwarehouse;

         o        traditional mobile device manufacturers or OEM's such as
                  Fujitsu, Toshiba, IBM, NEC, Acer, Gateway, Dell, Nokia,
                  Motorola and Erickson.

         Our competitors may have the ability to devote substantially more
resources to the development, marketing, and/or sale of mobile device
accessories than we do. In addition, larger and more well-financed entities may
acquire, invest in or form joint ventures with our competitors. Some of our
competitors may be able to secure products from suppliers on more favorable
terms, fulfill customer orders more efficiently and adopt more aggressive
pricing or inventory availability policies then we can. Finally, new
technologies and the expansion of existing technologies, such as price
comparison programs that search for products from a variety of websites, may
direct customers to other online merchants. There can be no assurance that we
will be able to compete successfully against current and future competitors.

THE LOSS OF OUR PROPRIETARY DATABASES WOULD SERIOUSLY HARM OUR BUSINESS.

         Our proprietary databases are a key competitive advantage. If we fail
to keep these databases current or if the proprietary customer, product,
supplier and compatibility information contained in these databases is damaged
or destroyed, our business would be seriously harmed and our stock price would
decline.

THE FAILURE TO SUCCESSFULLY GROW, MANAGE AND USE OUR DATABASE OF CUSTOMERS AND
USERS WOULD HARM OUR BUSINESS.

         We intend to continually expand our database of customers, potential
customers and website registrants to more effectively create targeted direct
marketing offers. We seek to expand our customer database by using information
we collect through our website, search engine optimization, channel
relationships, our customer contact center and purchased or rented lists. We
must also continually develop and refine our techniques for segmenting this
information to maximize its usefulness. If we are unable to expand our customer
database or if we fail to utilize this information successfully, then our
business model may not be successful. In addition, if federal or state
governments enact privacy legislation resulting in the increased regulation of
mailing lists, we could experience increased costs in complying with potentially
burdensome regulations concerning the solicitation of consents to keep or add
customer names to our mailing lists.

                                       20
<PAGE>

FAILURE OF OUR STRATEGIC RELATIONSHIPS TO ATTRACT CUSTOMERS COULD HARM OUR
BUSINESS.

         We intend to continue to establish, leverage and grow key strategic
relationships with manufacturers, airlines, suppliers and electronic commerce
partners to enable us to collect crucial product-specific information, ensure
access to adequate product supply and acquire new customers. We cannot be
certain that any of these strategic relationships or partnerships will be or
continue to be successful in attracting new customers. Our strategic
relationships are often not subject to formal agreements and/or can be
terminated on little or no advance notice. The terms of our agreements with
Acer, NEC and IBM require us to purchase minimum amounts of product each year.
If we fail to meet these purchase levels, those parties have the discretion to
terminate our agreements with them. We have not met such purchase levels to
date, but have received no indication from any of those parties that they intend
to terminate our relationship. Also, in each case either party may terminate the
agreement with or without cause on two to three months' written notice.
Accordingly, we can provide no assurance that these relationships will continue
on their current terms or at all. If these programs fail to attract additional
customers or we are unable to maintain these relationships, our business,
financial condition and results of operations would be harmed.

WE MUST EFFECTIVELY MANAGE OUR INVENTORY AND IMPROVE OUR GROSS MARGINS.

         In order to fulfill our orders, we depend upon our factories and
vendors to produce sufficient quantities of products according to schedule. We
may maintain high inventory levels in some categories of merchandise in an
effort to ensure that these products are available to our customers. This may
expose us to risks of excess inventory and outdated merchandise, which could
harm our business. In 2001, we changed our product strategy to focus on offering
a targeted core product line with a higher gross margin. As a result of this
change of strategy, we recorded significant write-offs of inventory in 2001. If
we underestimate customer demand, we may disappoint customers who may purchase
from our competitors. We also seek to negotiate with our vendors to get the best
quality available at the best prices in order to maintain and increase our gross
margins. Our failure to be able to effectively manage our factories and vendors
effectively would harm our operating results.

FAILURE OF THIRD PARTY SUPPLIERS TO SHIP PRODUCTS DIRECTLY TO OUR CUSTOMERS
COULD HARM OUR BUSINESS.

         For the year ended December 31, 2001, approximately 22% of our total
net revenues were from products shipped to our customers directly from our
suppliers. The failure of these suppliers to continue to ship products directly
to our customers or to ship products to our customers in a timely manner could
result in lost revenues, customer dissatisfaction and damage to our reputation.
In addition, if we could not depend on these suppliers to ship products to our
customers directly, we would have to carry the products in our inventory, which
would expose us to risks of excess inventory, outdated merchandise and increased
warehouse costs, all of which could harm our business.

FAILURE OF THIRD-PARTY CARRIERS TO DELIVER OUR PRODUCTS TIMELY AND CONSISTENTLY
COULD HARM OUR BUSINESS.

         Our supply and distribution system is primarily dependent upon our
relationships with United Parcel Service and Federal Express. We ship
substantially all of our orders with these carriers. Because we do not have
written agreements with these carriers that guarantee continued service, we
cannot be sure that our relationships with these carriers will continue on terms
favorable to us, or at all. If our relationship with one or more of these
carriers is terminated or impaired, or if one or more of these carriers is


                                       21
<PAGE>

unable to ship products for us, whether through labor shortage, slow down or
stoppage, deteriorating financial or business conditions or for any other
reason, we would be required to rely on other carriers. These carriers may not
be able to accommodate the increased shipping volume, in which case we may be
required to use alternative carriers, with whom we may have no prior business
relationship, for the shipment of products to our customers. We may be unable to
engage an alternative carrier on a timely basis or upon terms favorable to us.
Changing carriers would likely harm our business, financial condition and
results of operations. Potential adverse consequences include:

         o        reduced package tracking information;

         o        delays in order processing and product delivery;

         o        increased delivery costs, resulting in reduced gross margins;
                  and

         o        reduced shipment quality, which may result in damaged products
                  and customer dissatisfaction.

WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR TRADEMARKS, INTERNET ADDRESSES AND
INTELLECTUAL PROPERTY RIGHTS.

         We regard our brand and substantial elements of our website and
relational databases as proprietary, and seek their protection through
trademark, service mark, copyright and trade secret laws. We enter into
non-disclosure agreements with our employees and consultants, and generally with
strategic partners. Despite these precautions, it may be possible for third
parties to copy or otherwise obtain and use our intellectual property without
our authorization.

         Our iGo brand and our Internet address, WWW.IGO.COM, are important
components of our business strategy. We have obtained federal trademark
registrations for our iGo, iGo (stylized), Road Warrior, Xtend, 1-800-Batteries,
iGo.com and PowerXtender trademarks. Mobile Technology Outfitter and Pocket Dock
are trademarks of iGo or its subsidiaries.

         We also rely to a material extent on technology developed and licensed
from third parties. These licenses may not continue to be available to us on
commercially reasonable terms in the future. The loss of existing technology
licenses could harm the performance of our existing services until equivalent
technology can be identified, obtained and integrated. Failure to obtain new
technology licenses may result in delays or reductions in the introduction of
new features, functions or services, which would harm our business. We have been
notified from time to time that certain products that we offer may infringe on
the proprietary rights of others. There can be no assurances that third parties
will not claim infringement in the future. We expect that the continued growth
of the Internet will result in an increasing number of infringement claims as
legal standards related to our market continue to evolve. Any such claim, with
or without merit, could be time consuming, result in costly litigation, and may
have a material adverse effect on our business and results of operations.

         We have also registered our iGo, Xtend and Road Warrior trademarks in
certain foreign countries in which we currently conduct, or intend to conduct
significant business. It is often difficult to obtain clear, registered title to
trademarks in foreign countries. We have encountered certain conflicts in
connection with these foreign trademark applications, and there is no guarantee
that we will be able to secure registrations in any particular foreign country.
In addition, we may be prohibited from using one or more of our marks in certain
foreign countries, which may have a material adverse effect on our business and
results of operations.

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<PAGE>

         We currently hold various Internet domain names, including iGo.com,
RoadWarrior.com and XtendMicro.com. The acquisition and maintenance of domain
names generally is regulated by Internet regulatory bodies. The regulation of
domain names in the United States and in foreign countries is subject to change.
Governing bodies may establish additional top-level domains, appoint additional
domain name registrars or modify the requirements for holding domain names. As a
result, we may be unable to acquire or maintain relevant domain names in all
countries in which we conduct business. Furthermore, the relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights continues to evolve. Therefore, we may be unable to prevent
third parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of our trademarks and other proprietary rights.

WE MAY BE VULNERABLE TO NEW TAX OBLIGATIONS THAT COULD BE IMPOSED ON ELECTRONIC
COMMERCE TRANSACTIONS.

         We do not expect to collect sales or other similar taxes or goods
shipped into most states. However, one or more states or the federal government
may seek to impose sales tax collection obligations on out-of-state companies,
such as ours, which engage in or facilitate electronic commerce. A number of
proposals have been made at the state and local levels that would impose
additional taxes on the sale of goods and services through the Internet. These
proposals, if adopted, could substantially impair the growth of electronic
commerce and cause purchasing through our website to be less attractive to
customers. In October 1998, the United States Congress passed legislation
limiting for three years the ability of the states to impose taxes on
Internet-based transactions, which moratorium has been extended until November
2003. Failure to renew this legislation could result in the imposition by
various states of taxes on electronic commerce. Further, states have attempted
to impose sales tax collection obligations on direct marketing sales from
businesses such as ours. A successful assertion by one or more states that we
should have collected or be collecting sales taxes on the sale of products could
harm our business.

IF WE EXPAND OUR BUSINESS INTERNATIONALLY, OUR BUSINESS WOULD BECOME
INCREASINGLY SUSCEPTIBLE TO NUMEROUS INTERNATIONAL RISKS AND CHALLENGES THAT
COULD AFFECT OUR RESULTS OF OPERATIONS.

         Although we have not had meaningful international revenues to date, we
intend to increase our international sales efforts. International sales are
subject to inherent risks and challenges that could affect our results of
operations, including:

         o        the need to develop new supplier relationships;

         o        unexpected changes in international regulatory requirements
                  and tariffs;

         o        difficulties in staffing and managing foreign operations;

         o        potential adverse tax consequences;

         o        price controls or other restrictions on, or fluctuations in,
                  foreign currency; and

         o        difficulties in obtaining export and import licenses.

         To the extent we generate international sales in the future, any
negative effects on our international business could harm our business,
financial condition and results of operations as a whole. In particular, gains
and losses on the conversion of foreign payments into U.S. dollars may
contribute to fluctuations in our results of operations, and fluctuating
exchange rates could cause reduced revenues from dollar-denominated
international sales.

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<PAGE>

ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND HARM OUR FINANCIAL
CONDITION.

         In addition to our acquisitions of Road Warrior, Cellular Accessory
Warehouse and Xtend Micro Products, we may again invest in or buy complementary
businesses, products or technologies in the future. In the event of any
investments or purchases, we could:

         o        issue stock that would dilute the percentage ownership of our
                  current stockholders;

         o        incur debt;

         o        assume liabilities;

         o        incur amortization expenses related to goodwill and other
                  intangible assets; or

         o        incur large and immediate write-offs.

         These acquisitions could also involve numerous operational risks,
including:

         o        problems combining the purchased operations, products or
                  technologies;

         o        unanticipated costs;

         o        diversion of management's attention away from our core
                  business;

         o        adverse effects on existing business relationships with
                  suppliers and customers;

         o        risks associated with entering markets in which we have no or
                  limited prior experience; and

         o        potential loss of key employees, particularly those of the
                  purchased organizations.

         We cannot assure you that we will be able to successfully integrate any
businesses, products or technologies that we have acquired or might acquire in
the future.

THE LOSS OF TECHNOLOGIES LICENSED FROM THIRD PARTIES COULD HARM OUR BUSINESS.

         We rely to a material extent on technology developed and licensed from
third parties. The loss of existing technology licenses could harm the
performance of our existing services until equivalent technology can be
identified, obtained and integrated. Failure to obtain new technology licenses
may result in delays or reductions in the introduction of new features,
functions or services, which would harm our business.

OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE HARMED IF
WE WERE TO BE LIABLE FOR DEFECTS IN THE PRODUCTS WE OFFER.

         We may be subject to product liability claims for the products we
design and develop as well as those we sell. While we believe that our product
liability coverage of $7,000,000 is currently adequate, we can provide no
assurance that the insurance can be maintained in the future at a reasonable
cost or in amounts sufficient to protect us against losses due to liability. A
successful liability claim brought against us in excess of relevant insurance
coverage could harm our business, financial condition and results of operations.

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<PAGE>

         Damage to or destruction of our warehouse could result in loss of our
inventory, which could harm our business, financial condition and results of
operations.

         If all or most of the inventory in our warehouse were damaged or
destroyed, we might be unable to replace the inventory in a timely manner and,
as a result, be unable to process orders in a timely manner or at all.
Approximately 78% of the products we sell come from the inventory in our
warehouse. We cannot be certain that we would be able to replace the inventory
as quickly as our customer orders demand, which may result in the loss of
revenue and customers, which would harm our business, financial condition and
results of operations.

RISKS RELATED TO THE INTERNET INDUSTRY

WE ARE DEPENDENT ON THE CONTINUED DEVELOPMENT OF THE INTERNET INFRASTRUCTURE.

         Our industry is new and rapidly evolving. Our business would be harmed
if Internet usage does not continue to grow. Internet usage may be inhibited for
a number of reasons, including:

         o        inadequate Internet infrastructure;

         o        inconsistent quality of service; and

         o        unavailability of cost-effective, high-speed service.

         If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth, or its performance and
reliability may decline. In addition, websites, including ours, have experienced
interruptions in their service as a result of outages and other delays occurring
throughout the Internet network infrastructure. We anticipate that these outages
or delays will occur from time to time in the future and, if they occur
frequently or for extended periods of time, Internet usage, including usage of
our website, could grow more slowly or decline.

A PORTION OF OUR LONG-TERM SUCCESS DEPENDS ON THE DEVELOPMENT OF THE ELECTRONIC
COMMERCE MARKET, WHICH IS UNCERTAIN.

         A portion of our future revenues substantially depends upon the
widespread acceptance and use of the Internet as an effective medium of commerce
by consumers. Demand for recently introduced products and services over the
Internet is subject to a high level of uncertainty. Although independent market
research firms forecast that the number of Internet users worldwide will grow
substantially in the next few years, we cannot be certain that this growth will
occur or that our sales will grow at the same rate. The development of the
Internet as a viable commercial marketplace is subject to a number of risks
including:

         o        potential customers may be unwilling to shift their purchasing
                  from traditional vendors to online vendors;

         o        insufficient availability of or changes in telecommunications
                  services could result in slower response times, which could
                  delay the acceptance of the Internet as an effective commerce
                  medium;

         o        continued growth in the number of Internet users;

         o        concerns about transaction security;

         o        continued development of the necessary technological
                  infrastructure;

         o        development of enabling technologies; and

         o        uncertain and increasing government regulations.

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<PAGE>

RAPID TECHNOLOGICAL CHANGE COULD RENDER OUR WEBSITES AND SYSTEMS OBSOLETE AND
REQUIRE SIGNIFICANT CAPITAL EXPENDITURES.

         The Internet and the electronic commerce industry are characterized by
rapid technological change, sudden changes in customer requirements and
preferences, frequent new product and service introductions incorporating new
technologies and the emergence of new industry standards and practices that
could render our existing websites and transaction processing systems obsolete.
The emerging nature of these products and services and their rapid evolution
will require that we continually improve the performance, features and
reliability of our online services, particularly in response to competitive
offerings. Our success will depend, in part, on our ability:

         o        to enhance our existing products and services; and

         o        to respond to technological advances and emerging industry
                  standards and practices on a cost-effective and timely basis.

         The development of websites and other proprietary technology entails
significant technical and business risks and requires substantial expenditures
and lead time. We may be unable to use new technologies effectively or adapt our
website, proprietary technology and transaction-processing systems to customer
requirements or emerging industry standards, which could harm our business.
Updating our technology internally and licensing new technology from third
parties may require significant additional capital expenditures and could affect
our results of operations.

WE ARE EXPOSED TO RISKS ASSOCIATED WITH ELECTRONIC COMMERCE SECURITY AND CREDIT
CARD FRAUD, WHICH MAY REDUCE COLLECTIONS AND DISCOURAGE ONLINE TRANSACTIONS.

         Consumer concerns about privacy or the security of transactions
conducted on the Internet may inhibit the growth of the Internet and electronic
commerce. To securely transmit confidential information, such as customer credit
card numbers, we rely on encryption and authentication technology that we
license from third parties. We cannot predict whether the algorithms we use to
protect customer transaction data will be compromised. Furthermore, our servers
may be vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions. We may need to expend significant additional capital and
other resources to protect against a security breach or to alleviate problems
caused by any security breaches. The measures we take to protect against
security breaches may not be successful. Our failure to prevent security
breaches could harm our business.

         To date, we have suffered minor losses as a result of orders placed
with fraudulent credit card data even though the associated financial
institution approved payment of the orders in each case. Under current credit
card practices, a merchant is liable for fraudulent credit card transactions
where, as is the case with the transactions we process, that merchant does not
obtain a cardholder's signature. Failure to adequately control fraudulent credit
card transactions could reduce our revenues and harm our business.

WE COULD FACE LIABILITY FOR INFORMATION DISPLAYED ON AND COMMUNICATIONS THROUGH
OUR WEBSITE.

         We may be subject to claims for defamation, negligence, copyright or
trademark infringement or other claims relating to the information we publish on
our website. These types of claims have been brought, sometimes successfully,
against Internet companies as well as print publications in the past. We also
utilize email as a marketing medium, which may subject us to potential risks,
such as:

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<PAGE>

         o        liabilities or claims resulting from unsolicited email;

         o        lost or misdirected messages; or

         o        illegal or fraudulent use of email.

These claims could result in substantial costs and a diversion of our
management's attention and resources, which could harm our business.

EFFORTS TO REGULATE OR ELIMINATE THE USE OF MECHANISMS THAT AUTOMATICALLY
COLLECT INFORMATION ON VISITORS TO OUR WEBSITE MAY INTERFERE WITH OUR ABILITY TO
TARGET OUR MARKETING EFFORTS.

         Websites typically place a small tracking program on a user's hard
drive without the user's knowledge or consent. These programs automatically
collect data about any visits that a user makes to various websites. Website
operators use these mechanisms for a variety of purposes, including the
collection of data derived from users' Internet activity. Most currently
available Internet browsers allow users to elect to remove these tracking
programs at any time or to prevent this information from being stored on their
hard drive. In addition, some commentators, privacy advocates and governmental
bodies have suggested limiting or eliminating the use of these tracking
mechanisms. Any reduction or limitation in the use of this software could limit
the effectiveness of our sales and marketing efforts.

WE COULD FACE ADDITIONAL BURDENS ASSOCIATED WITH GOVERNMENT REGULATION OF AND
LEGAL UNCERTAINTIES SURROUNDING THE INTERNET.

         New Internet legislation or regulation or the application of existing
laws and regulations to the Internet and electronic commerce could harm our
business, financial condition and results of operations. We are subject to
regulations applicable to businesses generally and laws or regulations directly
applicable to communications over the Internet and access to electronic
commerce. Although there are currently few laws and regulations directly
applicable to electronic commerce, it is possible that a number of laws and
regulations may be adopted with respect to the Internet covering issues such as
user privacy, pricing, content, copyrights, distribution, antitrust, taxation
and characteristics and quality of products and services. For example, the
United States Congress recently enacted Internet laws regarding children's
privacy, copyrights and transmission of sexually explicit material. In addition,
the European Union recently enacted its own Internet privacy regulations.
Furthermore, the growth and development of the market for electronic commerce
may prompt calls for more stringent consumer protection laws that may impose
additional burdens on those companies conducting business online. The adoption
of any additional laws or regulations regarding the Internet may decrease the
growth of the Internet or electronic commerce, which could, in turn, decrease
the demand for our products and services and increase our cost of doing
business. In addition, if we were alleged to have violated federal, state or
foreign civil or criminal law, we could be subject to liability, and even if we
could successfully defend such claims, they may involve significant legal
compliance and litigation costs.

                                       27
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     From time to time we are involved in litigation incidental to the conduct
of our business. We are not currently a party to any lawsuit or arbitration
proceeding the outcome of which we believe will have a material adverse effect
on our financial position, results of operations or liquidity.

     The Securities and Exchange Commission has entered a formal order of
private investigation concerning the events underlying our revisions of our
fiscal 2000 operating results based on adjustments to fourth quarter 2000
revenue, which results were announced and revised in certain press releases
issued in January and March of 2001. In connection with its investigation, the
Commission will also be reviewing the restatement of our financial statements
set forth in our 2001 Annual Report on Form 10-K, as amended, and certain
related accounting, sales and organizational matters. We have been cooperating
fully with the Staff of the Commission in its investigation and to date the
Staff has made no determinations that we are aware of with respect to this
investigation.

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<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: May 7, 2002


                                             IGO CORPORATION


                                             /s/ Scott Shackelton
                                             --------------------
                                             Scott Shackelton
                                             Senior Vice President
                                             and Chief Financial Officer


                                             (Duly Authorized Officer, Principal
                                             Financial and Accounting Officer)


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