<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 10-Q
|X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended JUNE 30, 2002

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

            For the Transition Period From ___________ to __________

                               ------------------

                       Commission File Number: 0000-27267

                              I/OMAGIC CORPORATION
             (Exact name of registrant as specified in its charter)

           NEVADA                                                 88-0290623
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    1300 WAKEHAM AVENUE, SANTA ANA, CALIFORNIA 92705
               (Address of principal executive office) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (714) 953-3000

         Indicated 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 that
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |

         As of August 16, 2002, there were 67,930,291 shares of the registrant's
common stock, $.001 par value, outstanding.

================================================================================





<PAGE>

                              I/OMAGIC CORPORATION
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2002

                                      INDEX

PART I.  FINANCIAL INFORMATION                                              PAGE
                                                                            ----

Item 1.  Financial Statements

          Balance Sheets as of June 30, 2002 and December 31, 2001.............2

          Statements of Operations for the three and six months ended
          June 30, 2002 and 2001    ...........................................4

          Statements of Cash Flows for the six months ended June 30, 2002
          and 2001.............................................................5

          Notes to Financial Statements....................................... 7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........28

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................29

Item 2.  Changes in Securities and Use of Proceeds............................29

Item 3.  Defaults Upon Senior Securities......................................29

Item 4.  Submission of Matters to a Vote of Security Holders..................29

Item 5.  Other Information....................................................30

Item 6.  Exhibits and Reports on Form 8-K.....................................30

Signatures    ................................................................31

Exhibits Filed with Report on Form 10-Q.......................................32

                                       1





<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS.

                              I/OMAGIC CORPORATION
                                 BALANCE SHEETS
                 DECEMBER 31, 2001 AND JUNE 30, 2002 (UNAUDITED)

                                     ASSETS

                                                    DECEMBER 31,      JUNE 30,
                                                        2001            2002
                                                    ------------    ------------

CURRENT ASSETS
     Cash and cash equivalents                      $ 4,423,623     $ 7,528,454
     Accounts receivable, net of allowance for
       doubtful accounts of $2,679,118 and           27,844,543      14,469,015
       $ 2,966,245
     Inventory, net of allowance for obsolete
       inventory of $558,703 and $232,422            10,377,287      14,732,620
     Inventory in transit                             1,634,420              --
     Income tax receivable                               34,311          34,311
     Prepaid expenses and other current assets        2,292,424       1,506,070
     Current portion of deferred income taxes         1,556,000       1,056,000
                                                    ------------    ------------

         TOTAL CURRENT ASSETS                        48,162,608      39,326,470

PROPERTY AND EQUIPMENT, NET                           1,266,216       1,106,853
TRADEMARK, net of accumulated amortization
  of $3,375,976 and $4,002,940                        6,269,703       5,642,739
DEFERRED INCOME TAXES, net of current portion           165,000         165,000
OTHER ASSETS                                             40,240          40,240
                                                    ------------    ------------

TOTAL ASSETS                                        $55,903,767     $46,281,302
                                                    ============    ============

   The accompanying notes are an integral part of these financial statements

                                       2





<PAGE>
<TABLE>

                                        I/OMAGIC CORPORATION
                                           BALANCE SHEETS
                           DECEMBER 31, 2001 AND JUNE 30, 2002 (UNAUDITED)

                                LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                            DECEMBER 31,         JUNE 30,
                                                                2001               2002
                                                            -------------      -------------
<S>                                                         <C>                <C>
CURRENT LIABILITIES
     Line of credit                                         $  9,622,241       $  9,566,683
     Accounts payable and accrued expenses                    12,027,498          6,843,081
     Accounts payable to related parties                       5,521,720          3,807,627
     Current portion of capital lease obligation                  10,978              6,910
     Reserves for customer returns and allowances              2,605,679          1,411,116
                                                            -------------      -------------

         TOTAL CURRENT LIABILITIES                            29,788,116         21,635,417
                                                            -------------      -------------

COMMITMENTS AND CONTINGENCIES

REDEEMABLE CONVERTIBLE PREFERRED STOCK
     10,000,000 shares authorized, $0.001 par value
     Series A, 1,000,000 shares authorized
        875,000 shares issued and outstanding                        875                875
     Series B, 1,000,000 shares authorized
        250,000 shares issued and outstanding                        250                250
  Additional paid-in capital                                   8,998,875          8,998,875
                                                            -------------      -------------
         TOTAL REDEEMABLE CONVERTIBLE
              PREFERRED STOCK                                  9,000,000          9,000,000
                                                            -------------      -------------

STOCKHOLDERS' EQUITY
     Class A common stock, $0.001 par value
      100,000,000 shares authorized
      67,930,291 and 67,930,291 (unaudited) shares
      issued and outstanding                                      67,931             67,931
     Additional paid in capital                               31,493,957         31,493,957
     Treasury stock, 25,138 shares, at cost                           --            (19,974)
     Accumulated deficit                                     (14,446,237)       (15,896,029)
                                                            -------------      -------------
         TOTAL STOCKHOLDERS' EQUITY                           17,115,651         15,645,885
                                                            -------------      -------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 55,903,767       $ 46,281,302
                                                            =============      =============

             The accompanying notes are an integral part of these financial statements
</TABLE>

                                                 3





<PAGE>
<TABLE>

                                 I/OMAGIC CORPORATION STATEMENTS OF OPERATIONS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 AND FOR
                           THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
<CAPTION>

                                               For the Six Months Ended            For the Three Months Ended
                                                       June 30,                             June 30,
                                                2002              2001               2002               2001
                                           -------------      -------------      -------------      -------------
                                            (unaudited)        (unaudited)        (unaudited)        (unaudited)
<S>                                        <C>                <C>                <C>                <C>
NET SALES                                  $ 40,806,067       $ 17,922,534       $ 14,086,435       $  7,874,028

COST OF SALES                                35,912,214         20,333,495         13,237,805         11,196,218
                                           -------------      -------------      -------------      -------------

GROSS PROFIT (LOSS)                           4,893,853         (2,410,961)           848,630         (3,322,190)
                                           -------------      -------------      -------------      -------------

OPERATING EXPENSES
  Selling, marketing, and advertising           703,963            697,956            306,763            315,440
  General and administrative                  4,205,186          2,754,801          2,206,679          1,328,967
  Depreciation and amortization                 781,227          1,112,833            221,723            557,922
                                           -------------      -------------      -------------      -------------

   Total operating expenses                   5,690,376          4,565,590          2,735,165          2,202,329
                                           -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS                           (796,523)        (6,976,551)        (1,886,535)        (5,524,519)
                                           -------------      -------------      -------------      -------------

OTHER INCOME (EXPENSE)
  Interest income                                   112             33,953                112              4,848
  Interest expense                             (192,140)          (269,384)          (117,369)           (80,392)
  Other income                                   38,759             10,170             38,759                 --
  Other expense                                      --                 --                 --             48,116
                                           -------------      -------------      -------------      -------------

   Total other income (expense)                (153,269)          (225,261)           (78,498)           (27,428)
                                           -------------      -------------      -------------      -------------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                             (949,792)        (7,201,812)        (1,965,034)        (5,551,947)

PROVISION FOR INCOME TAXES                      500,000            429,491            500,000              2,400
                                           -------------      -------------      -------------      -------------

NET LOSS                                   $ (1,449,792)      $ (7,631,303)      $ (2,465,034)      $ (5,554,347)
                                           =============      =============      =============      =============

BASIC AND DILUTED LOSS
  PER SHARE                                $      (0.02)      $      (0.11)      $      (0.04)      $      (0.08)
                                           =============      =============      =============      =============

WEIGHTED-AVERAGE SHARES
  OUTSTANDING                                67,930,291         67,919,851         67,930,291         67,921,225
                                           =============      =============      =============      =============

                  The accompanying notes are an integral part of these financial statements
</TABLE>

                                                      4





<PAGE>

                  I/OMAGIC CORPORATION STATEMENTS OF CASH FLOWS
      FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001 (UNAUDITED)

                                                    For the Six Months Ended
                                                            June 30,
                                                --------------------------------
                                                     2002               2001
                                                -------------      -------------
                                                 (unaudited)        (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                     $ (1,449,792)      $ (7,631,303)
     Adjustments to reconcile net
     loss to net cash provided
     by operating activities
       Depreciation and amortization                 154,263            148,271
       Amortization of trademark                     626,964            964,564
       Amortization of deferred compensation              --              3,100
       Provision for allowance for
         doubtful accounts                           287,127            344,883
       Provision for inventory obsolescence           73,719           (138,881)
       Net gain from sale of
       Property and equipment                        (38,758)                --
       Deferred income tax                           500,000            427,091
       Reserves for customer returns
         And allowances                           (1,194,563)          (173,976)
     (Increase) decrease in
     Accounts receivable                          12,688,401          3,059,028
     Accounts receivable from
       related parties                                    --            (51,041)
     Inventory                                    (2,394,632)         9,269,660
     Prepaid expenses and other
       current assets                                786,354         (1,047,894)
   Increase (decrease) in
     Accounts payable and accrued expenses        (5,184,417)        (7,487,988)
     Accounts payable to related parties          (1,714,093)         2,753,097
                                                -------------      -------------

Net cash provided by
     operating activities                          3,140,573            438,611
                                                -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Property additions                                   (30,142)          (108,978)
Proceeds from sale of
   property and equipment                             74,000                 --
                                                -------------      -------------

Net cash provided by (used in)
  investing activities                                43,858           (108,978)
                                                -------------      -------------

    The accompanying notes are an integral part of these financial statements

                                       5





<PAGE>

            I/OMAGIC CORPORATION STATEMENTS OF CASH FLOWS (CONTINUED)
           FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)

                                                     For the Six Months Ended
                                                             June 30,
                                                  ------------------------------
                                                     2002               2001
                                                  ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net payments on line of credit                 $   (55,558)      $(3,100,958)
   Payments on capital lease obligations               (4,068)          (13,074)
   Purchase of treasury stock                         (19,974)               --
   Proceeds from exercise of warrants                      --               625
                                                  ------------      ------------
Net cash used in financing activities                 (79,600)       (3,113,407)
                                                  ------------      ------------

Net increase in cash                                3,104,831        (2,783,774)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                                4,423,623         3,502,546
                                                  ------------      ------------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                                    $ 7,528,454       $   718,772
                                                  ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION

   INTEREST PAID                                  $   169,688       $   269,384
                                                  ============      ============

   INCOME TAXES PAID                              $       800       $       800
                                                  ============      ============

    The accompanying notes are an integral part of these financial statements

                                       6





<PAGE>

                              I/OMAGIC CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

         I/OMagic Corporation, a Nevada corporation, together with its
subsidiary (collectively, the "Company") develops, manufactures through
subcontractors, markets, and distributes multimedia and communication card
devices for portable and desktop computers. The Company sells its products in
the United States to distributors and retail customers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and
therefore, do not include all information and notes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. The unaudited
condensed financial statements include the accounts of I/OMagic Corporation and
subsidiary. The operating results for interim periods are unaudited and are not
necessarily an indication of the results to be expected for the full fiscal
year. In the opinion of management, the results of operations as reported for
the interim periods reflect all adjustments which are necessary for a fair
presentation of operating results.

USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period.

         Significant estimates made by management include, but are not limited
to, the provisions for allowance of doubtful accounts and price protection on
accounts receivable, the net realizability of inventory, the evaluation of
potential impairment of furniture and equipment, and the provision for sales
returns and warranties. Actual results could materially differ from those
estimates.

                                       7





<PAGE>

STOCK BASED COMPENSATION

         SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
and encourages the use of the fair value based method of accounting for
stock-based compensation arrangements under which compensation cost is
determined using the fair value of stock-based compensation determined as of the
date of grant and is recognized over the periods in which the related services
are rendered. The statement also permits companies to elect to continue using
the current implicit value accounting method specified in Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to
account for stock-based compensation issued to employees. The Company has
elected to use the implicit value based method and has disclosed the pro forma
effect of using the fair value based method to account for its stock-based
compensation. For stock-based compensation issued to non-employees, the Company
uses the fair value method of accounting under the provisions of SFAS No. 123.

RECLASSIFICATIONS

         Certain amounts included in the June 30, 2001 Statement of Operations
have been reclassified to conform with the current period presentation. Such
reclassifications did not have any effect on the reported net loss.

EARNINGS (LOSS) PER SHARE

         The Company calculates earnings (loss) per share in accordance with
SFAS No. 128, "Earnings Per Share." SFAS No. 128 replaced the presentation of
primary and fully diluted earnings per share with the presentation of basic and
diluted earnings (loss) per share. Basic earnings (loss) per share excludes
dilution and is calculated by dividing income (loss) available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings (loss) per share includes the potential dilutive
effects that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock ("potential common stock") that
would then share in the earnings (loss) of the Company.

         As of June 30, 2002 (unaudited) and 2001 (unaudited), the Company had
potential common stock as follows:

                                                            2002         2001
                                                        -----------  -----------
    Weighted-average common shares
        Outstanding during the period                   67,930,291   67,919,851

    Incremental shares assumed to be
        outstanding since the beginning of the
        period related to stock options and warrants
        outstanding (unaudited)                                 --           --
                                                        -----------  -----------

    FULLY DILUTED WEIGHTED-AVERAGE COMMON
        SHARES AND POTENTIAL COMMON STOCK

(UNAUDITED)                                             67,930,291   67,919,851
                                                        -----------  -----------

         Since the Company had a net loss for the three months and six months
ended June 30, 2002 and 2001 basic and diluted shares are the same.

                                       8





<PAGE>

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued liabilities consisted of the following:

                                                                      June 30,
                                                                        2002
                                                                    -----------
                                                                    (unaudited)

Accounts payable                                                    $  506,223
Accrued channel promotions and marketing                             5,221,756
Accrued compensation and related benefits                              308,198
Other                                                                  806,904
                                                                    -----------
TOTAL                                                               $6,843,081
                                                                    ===========
NOTE 4 - INVENTORY

Inventory consisted of the following:

                                                                     June 30,
                                                                       2002
                                                                   -------------
                                                                    (unaudited)

Component parts                                                    $  2,844,476
Finished goods                                                       12,120,563
Reserves for inventory                                                 (232,422)
                                                                   -------------
TOTAL                                                              $ 14,732,617
                                                                   =============

NOTE 5 - LINE OF CREDIT

         The Company maintains a revolving line of credit with a financial
institution that allows it to borrow a maximum of $14,000,000 with a sub-limit
of $13,000,000. The line of credit expires December 31, 2002. The line is
secured by a UCC filing on substantially all of the Company's assets.

         Within the sub-limit, up to $13,000,000 is available for maturities up
to 150 days and up to $3,000,000 is available for maturities up to 60 days
against 30% of inventory. Within the line of credit, a sub-line of $1,000,000 is
available for uncollected funds availability.

         The availability of the line of credit is subject to the borrowing
base, which is 65% of eligible receivables. Advances on the line of credit bear
interest at the Wall Street Journal Prime (4.75% as of June 30, 2002) plus
0.75%. As of June 30, 2002, the outstanding balance under the revolving line of
credit was $9,566,683.

                                       9





<PAGE>

         The line of credit provides for the maintenance of certain financial
covenants and a compensating balance of $750,000, of which the Company was in
compliance at June 30, 2002.

NOTE 6 - TRADE CREDIT ARRANGEMENTS WITH RELATED PARTIES

         The Company has the ability to purchase inventory up to $2,000,000
through a stockholder and supplier. Purchases are non-interest bearing and are
due 75 days from the date of receipt. The credit agreement can be terminated or
changed at any time. As of December 31, 2001 and June 30, 2002 (unaudited),
there were $0 and $0, respectively, in trade payables outstanding under this
arrangement.

         The Company has the ability to purchase inventory up to $5,000,000
within 75 day terms, as defined by a stockholder and investor. As of December
31, 2001 and June 30, 2002 (unaudited), there were $3,001,926 and $3,132,627,
respectively, in trade payables outstanding under this arrangement.

         The Company has the ability to purchase inventory up to $3,000,000 with
net 60 day terms as defined through a stockholder and investor. As of December
31, 2001 and June 30, 2002 (unaudited), there were $1,273,250 and $675,000,
respectively, in trade payables outstanding under this arrangement.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

LEASES

         The Company leases its facilities and certain equipment under
non-cancelable, operating lease agreements, expiring through March 2010.

         Rent expense was $213,832 and $271,891 for the six months ended June
30, 2002 and 2001, respectively, and is included in general and administrative
expenses in the accompanying statements of income. The Company vacated one
facility effective April 30, 2002.

LITIGATION

         On August 2, 2001, Mark Vakili and Mitra Vakili filed a complaint in
the Superior Court of the State of California for the County of Orange (Case No.
01CC09894) against Tony Shahbaz. The complaint alleged that Mr. Shahbaz
defrauded the plaintiffs by failing to honor the terms of a contract
("Contract") under which Mr. Shahbaz was to deliver 1,500,000 shares of the
Company's common stock in exchange for an interest in Alex Properties, a general
partnership that held an industrial warehouse rental property. The complaint
later was amended to add Alex Properties and Hi-Val, Inc. as plaintiffs and the
Company, IOM Holdings, Inc. ("IOMH"), which is a corporation that the Company
acquired, Steel Sue and Meilin Hsu as defendants. As amended, the complaint
seeks an aggregate of $42,000,000 plus punitive and other damages to be
proven at trial and also seeks rescission of the Contract. The amended complaint
alleges that IOMH, Mr. Shahbaz, Mr. Sue and Mr. Hsu fraudulently and negligently
made misrepresentations to induce Hi-Val to enter into an asset purchase
agreement in June 1999 for the purchase and sale of Hi-Val assets to IOMH. The
amended complaint also alleges that IOMH and Mr. Shahbaz breached the terms of
the asset purchase agreement by failing to deliver consideration that included
2,000,000 shares of the Company's common stock and payment of interest on Mr.
Vakili's $1,500,000 loan to Hi-Val that was to be assumed by IOMH under the
asset purchase agreement and by failing to timely replace Mr. Vakili as personal
guarantor of Hi-Val's $25,000,000 credit facility. The $42,000,000 in alleged
damages includes $15,000,000 sought from Mr. Shahbaz in connection with the
Contract and $27,000,000 sought from IOMH, Mr. Shahbaz, Mr. Sue and Mr. Hsu in
connection with the asset purchase agreement. The Company intends to vigorously
defend itself in this action.

                                       10





<PAGE>

EMPLOYMENT CONTRACT

         The Company has entered into an employment contract with one of its
officers which expires upon written termination. The agreement calls for a
minimum base salary and provides for certain expense allowances. In addition,
the agreement provides for a bonus based on the "net profits" of the Company, as
defined. The bonus amount ranges from $20,000 to $70,000 for net profits up to
$500,000. For net profits in excess of $500,000, the bonus is 7% of such excess.
$18,000 was paid during the three months ended June 30, 2002. No bonuses were
paid during the three months ended June 30, 2001. As of June 30, 2002, there was
$68,662 accrued under this agreement.

RETAIL AGREEMENTS

         In connection with certain retail agreements, the Company has agreed to
pay for certain marketing development and advertising on an ongoing basis.
Marketing development and advertising costs are generally agreed upon at the
time of the event. The Company also records a liability for co-op marketing
based on management's evaluation of historical experience and current industry
and Company trends. During the three months ended June 30, 2002 and 2001, the
Company incurred $507,836 (unaudited) and $713,213 (unaudited), respectively,
related to these agreements. Such is netted against sales revenue in the
accompanying statements of income.

NOTE 8 - CAPITAL TRANSACTIONS

         During the six months ended June 30, 2002, the Company purchased 25,138
shares of its common stock in the open market for $19,974.

NOTE 9 - RELATED PARTY TRANSACTIONS

         During the six months ended June 30, 2002 and 2001, the Company had
purchases from related parties totaling approximately $10,880,505 (unaudited)
and $1,935,900 (unaudited), respectively.

         During the six months ended June 30, 2002 and 2001, the Company had
accounts payable to related parties totaling approximately $3,807,627
(unaudited) and $2,498,235 (unaudited), respectively.

         The Company leases its Santa Ana facility from an officer of the
Company which requires initial minimum monthly payment of $28,673 and expires in
March 2010. For the six months ended June 30, 2002 and 2001, rent expense was
$172,032 and $172,032, respectively, and is included in general and
administrative expenses in the accompanying statements of operations.

         King Eagle Enterprises, Inc., a related party, is involved in printing
and packaging services to the Company. King Eagle Enterprises, Inc. is currently
seeking investments in and/or acquisitions of printing and packaging facilities
to better accommodate cost/support to the Company.

                                       11





<PAGE>

NOTE 10 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections." SFAS No. 145 updates, clarifies, and simplifies existing
accounting pronouncements. This statement rescinds SFAS No. 4, which required
all gains and losses from extinguishments of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
As a result, the criteria in APB No. 30 will no be used to classify those gains
and losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS
No. 4 has been rescinded. SFAS No. 44 has been rescinded as it is no longer
necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-lease transactions. This statement
also makes technical corrections to existing pronouncements. While those
corrections are not substantive in nature, in some instances, they may change
accounting practice. The Company does not expect adoption of SFAS No. 145 to
have a material impact, if any, on its financial position or results of
operations.

         In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan. This statement will not have a material impact on
the Company's financial statements.

                                       12





<PAGE>

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

         I/OMagic Corporation (the "Company") develops, sub-contract
manufactures, markets and distributes optical storage products (CD-Rom drives,
CD-RW drives, DVD-Rom drives, optical storage media), multimedia products (audio
and video adapter cards, video capture cards) and computer input devices
(floppy disk drives, keyboards, mice, modems) within the personal
computer peripheral market. The Company also markets and distributes digital
entertainment solutions (MP3 portable music players) within the consumer
electronics market. The Company markets its products under some or all of the
following brand names: I/OMagic, Hi-Val and Digital Research Technologies. The
Company sells its products primarily to large retailers of electronic products
such as Office Depot, Office Max, Best Buy, Circuit City, Comp USA, Fred Meyers
and other leading regional retailers.

         The following discussion and analysis should be read in conjunction
with the Company's financial statements and notes to financial statements
included elsewhere in this report. This report and the Company's financial
statements and notes to financial statements contain forward-looking statements,
which generally include the plans and objectives of management for future
operations, including plans and objectives relating to our future economic
performance and the Company's current beliefs regarding revenues it might earn
if it is successful in implementing its business strategies. The forward-looking
statements and associated risks may include, relate to or be qualified by other
important factors, including, without limitation:

         o        the projected growth in the personal computer peripheral and
                  consumer electronics markets;
         o        the Company's business strategy for expanding our presence in
                  these markets;
         o        anticipated trends in the Company's financial condition and
                  results of operations; and
         o        the Company's ability to distinguish itself from its current
                  and future competitors.

         The Company does not undertake to update, revise or correct any
forward-looking statements.

         The information contained in this report is not a complete description
of the Company's business or the risks associated with an investment in the
Company's common stock. Before deciding to buy or maintain a position in the
Company's common stock, you should carefully review and consider the various
disclosures the Company made in this report, and in the Company's other
materials filed with the Securities and Exchange Commission that discuss the
Company's business in greater detail and that disclose various risks,
uncertainties and other factors that may affect the Company's business, results
of operations or financial condition.

         Any of the factors described above or in the "Risk Factors" section
below could cause the Company's financial results, including the Company's net
income (loss) or growth in net income (loss) to differ materially from prior
results, which in turn could, among other things, cause the price of the
Company's common stock to fluctuate substantially.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to customer programs

                                       13





<PAGE>

and incentives, product returns, bad debts, inventories, intangible assets,
income taxes, and contingencies and litigation. The Company bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

         The Company believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company records estimated reductions to
revenue for customer programs and incentive offerings including special pricing
agreements, price protection, promotions and other volume-based incentives. If
market conditions were to decline, the Company may take actions to increase
customer incentive offerings possibly resulting in an incremental reduction of
revenue at the time the incentive is offered. The Company maintains allowances
for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of the Company's
customers were to deteriorate, resulting in the impairment of their ability to
make payments, additional allowances may be required.

         The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required. The Company
records a valuation allowance to reduce its deferred tax assets in the future in
excess of its net recorded amount, an adjustment to the deferred tax asset would
increase income in the period such determination was made. Likewise, should the
Company determine that it would not be able to realize all or part of its net
deferred tax asset in the future, an adjustment to the deferred tax asset would
be charged to income in the period such determination was made.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE
         30, 2001

         Net sales for the three months ended June 30, 2002 increased by
$6,212,407 (78.9%) to $14,086,435, as compared to $7,874,028 for the three
months ended June 30, 2001. This increase in net sales primarily was due to the
re-introduction of the Company's Hi-Val and Digital Research Technologies brands
during the third and fourth quarters of fiscal year ended December 31, 2001.

         The Company's net sales include reductions for marketing expenses of
$134,952 for the three months ended June 30, 2002 and $683,729 for the three
months ended June 30, 2001. These reductions are in accordance with the Emerging
Issues Task Force Issue No. 01-09, "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products" ("EITF Issue No.
01-09"). EITF Issue No. 01-09 provides that certain consumer and trade sales
promotion expenses are presumed to be a reduction of the selling prices of the
vendor's products and, therefore, should be characterized as a reduction of
revenue as net sales. The provisions of this pronouncement are required for
fiscal years beginning after December 15, 2001. The Company adopted this
pronouncement beginning with its December 31, 2001 statement of operations and
has reclassified its June 30, 2001 statement of operations. The adoption of this
pronouncement has resulted in adjustments to the Company's net sales, gross
margin and selling and marketing expenses. EITF Issue No. 01-09 has no impact on
operating income, net income or earnings per share.

                                       14





<PAGE>

         Gross loss as a percentage of net sales improved from approximately
(42.2%), representing a gross loss of $3,322,190 for the three months ended June
30, 2001, to 6.0%, representing a gross income of $848,630 for the three months
ended June 30, 2002. This improvement in gross loss primarily was due to a
$3,520,682 writedown during the three months ended June 30, 2001 of Hi-Val
inventory received in the acquisition of IOM Holdings, Inc., as compared to a
$550,000 inventory writedown the three months ended June 30, 2002, together with
a change in product mix to those products with a higher gross margin during the
three months ended June 30, 2002. Therefore, before the inventory writedowns,
the adjusted gross margin on net sales was 2.52% in 2001 and 9.93% in 2002.

         Total operating expenses increased by $532,836 (24.2%) to $2,735,165
during the three months ended June 30, 2002, as compared to $2,202,329 for the
three months ended June 30, 2001, and decreased as a percentage of net sales
from 28.0% during the three months ended June 30, 2001 to 19.4% during the three
months ended June 30, 2002. The increase in dollar amount of these expenses
resulted from a $8,677 decrease in selling, marketing, and advertising expenses
primarily due to lower salaries and benefits as result of fewer internal sales
and marketing personnel, a $877,712 increase in general and administrative
expenses primarily due to a $520,000 increase in bad debt reserve related to the
Hi-Val accounts receivable, $123,700 increase in legal expenses and $83,391
increase in the cost of shipping supplies, offset by a $336,199 decrease in
depreciation and amortization expense resulting from a reduction in monthly
trademark amortization effective April 2002. This reduction in amortization
expense was the result of an independent appraisal of the life of each of the
Company's trademarks as required by FASB No. 142. The decrease in total
operating expenses as a percentage of net sales resulted primarily from a 78.9%
increase in net sales as compared to the prior period.

         Other expense during the three months ended June 30, 2002 increased by
$51,070 to $78,498 or 0.6% of net sales, from $27,428 or 0.4% of net sales
during the three months ended June 30, 2001. This increase was primarily due to
a $36,977 increase in interest expense as a result of increased borrowings under
the Company's line of credit with ChinaTrust Bank.

         The Company's operations resulted in a net loss of $2,465,034 for the
three months ended June 30, 2002, as compared to a net loss of $5,554,347 for
the three months ended June 30, 2001. The reduction in the dollar amount of the
Company's net loss was the result of a 78.9% increase in net sales in 2002 over
2001.

         SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED
         JUNE 30, 2001

         Net sales for the six months ended June 30, 2002 increased by
$22,883,533 (127.7%) to $40,806,067, as compared to $17,922,534 for the six
months ended June 30, 2001. This increase in net sales primarily was due to the
re-introduction of the Company's Hi-Val and Digital Research Technologies brands
during the third and fourth quarters of the fiscal year ended December 31, 2001.
The Company's net sales include reductions for marketing expenses of $3,866,301
for the six months ended June 30, 2002 and $2,541,160 for the six months ended
June 30, 2001 in accordance with the EITF Issue No. 01-09.

         The Company reported a gross profit of $4,893,853 for the six months
ended June 30, 2002, as compared to a gross loss of $2,410,961 for the six
months ended June 30, 2001. This significant improvement primarily was due to a
$3,565,682 writedown during the six months ended June 30, 2001 of Hi-Val
inventory received in the acquisition of IOM Holdings, Inc., as compared to a
$1,200,000 inventory writedown during the six months ended June 30, 2002,
together with a change in product mix to those products with a higher gross
margin during the six months ended June 30, 2002. Therefore, before the

                                       15





<PAGE>

inventory writedowns, the adjusted gross margin on net sales was 6.44% in 2001
and 14.93% in 2002. The gross margin was reduced by $3,866,301, or 9.5% of net
sales, for the six months ended June 30, 2002, as compared to a reduction of
$2,541,160, or 14.2% of net sales, for the six months ended June 30, 2001, for
marketing expenses which reduced the level of net sales.

         Total operating expenses increased by $1,124,786 (24.6%) to $5,690,376
during the six months ended June 30, 2002, as compared to $4,565,590 for the six
months ended June 30, 2001, and decreased as a percentage of net sales from
25.5% during the six months ended June 30, 2001 to 13.9% during the six months
ended June 30, 2002. The increase in dollar amount of these expenses resulted
from a $6,007 increase in selling, marketing, and advertising expenses primarily
due to higher commissions paid to distributors as a result of greater sales
volume, offset by lower salaries and benefits as result of fewer internal sales
and marketing personnel, a $1,450,385 increase in general and administrative
expenses primarily due to a $92,460 increase in insurance premiums, a $1,040,000
increase in bad debt reserve related to the Hi-Val accounts receivable, $64,404
increase in legal expenses and a $105,388 increase in the cost of shipping
supplies, offset by a $331,606 decrease in depreciation and amortization
expenses resulting from a reduction in monthly trademark amortization effective
April 2002.

         Other expense during the six months ended June 30, 2002 decreased by
$71,992 to $153,269 or 0.4% of net sales, from $225,261 or 1.3% of net sales
during the six months ended June 30, 2001. This decrease was primarily due to a
$77,244 decrease in interest expense, offset by a $28,589 increase in other
income and a $33,841 reduction in interest income. This decline in interest
expense stems from a partial conversion of debt to the Company's preferred stock
during the first quarter of fiscal 2001.

         The Company's operations resulted in a net loss of $1,449,792 for the
six months ended June 30, 2002, as compared to a net loss of $7,631,303 for the
six months ended June 30, 2001. The reduction in the dollar amount of the
Company's net loss was the result of a 127.7% increase in net sales in 2002 over
2001.

         The Company's backlog was $3,743,040 on June 30, 2002, as compared to
$18,404,395 on June 30, 2001. The June 30, 2002 backlog included orders for new
products from Office Max and new initial orders from Best Buy. This reduction in
the level of backlog is due in large part to abnormally large orders placed by
Best Buy during 2001 in connection with their decision to carry the Company's
products and large orders placed by Office Max in connection with their decision
to carry the Company's media products.

LIQUIDITY AND CAPITAL RESOURCES

         During the six months ended June 30, 2002, the Company funded its
operations primarily through revenue generated from operations and through the
Company's line of credit with ChinaTrust Bank. As of December 31, 2001, working
capital was $18,374,492 and the accumulated deficit was $14,446,237. As of that
date, the Company had $4,423,623 in cash and cash equivalents and $27,844,543 of
net accounts receivable. As of June 30, 2002, working capital was $17,691,053
and the accumulated deficit was $15,896,029. As of June 30, 2002, the Company
had $7,528,454 in cash and cash equivalents and $14,469,015 of net accounts
receivable.

         Cash provided by operations totaled $3,140,573 for the six months ended
June 30, 2002, as compared to $438,611 for the six months ended June 30, 2001.
This $3,140,573 increase resulted primarily from a $12,688,401 decrease in
accounts receivable, a $786,354 decrease in prepaid expenses and a total of
$408,752 in non-cash adjustments such as depreciation, amortization and
provisions. These decreases were offset by a $5,184,417 decrease in accounts
payable and accrued expenses, a $2,394,632 increase in inventory, a $1,714,093
decrease in accounts payable to related parties, and a $1,449,792 net loss.

                                       16





<PAGE>

         Cash provided by investing activities totaled $43,858 for the six
months ended June 30, 2002, as compared to net cash used in investing activities
of $108,978 for the six months ended June 30, 2001.

         Cash used in financing activities totaled $79,600 for the six months
ended June 30, 2002, as compared to $3,113,407 for the six months ended June 30,
2001

         The Company maintains a revolving line of credit with ChinaTrust Bank
that allows it to borrow a maximum of $14,000,000 with a sub-limit of
$13,000,000. The line of credit expires December 31, 2002. The line is secured
by substantially all of the Company's assets. Within the sub-limit, up to
$13,000,000 is available for maturities up to 150 days and up to $3,000,000 is
available for maturities up to 60 days against 30% of inventory. Within the line
of credit, a sub-line of $1,000,000 is available for uncollected funds
availability. The availability of the line of credit is subject to the borrowing
base, which is 65% of eligible receivables. Advances on the line of credit bear
interest at the WALL STREET JOURNAL prime rate plus 0.75%. As of June 30, 2002,
the outstanding balance under the revolving line of credit was $9,566,683. In
the event the Company is in default of any of the financial and other covenants
contained in the agreement, ChinaTrust Bank may declare the entire unpaid
principal balance and all accrued and unpaid interest thereon immediately due
and payable. As of June 30, 2002, the Company was in compliance with all
financial covenants.

         The high technology requirements of the Internet, music, data storage,
gaming and various other applications increasingly require that consumers
upgrade their personal computers to take full advantage of technology
improvements in data storage, audio, video and various computer input devices.
The Company believes that its current distribution channels currently fulfill
and will continue to fulfill these trends in the computer peripherals
marketplace. As the Company expands its distribution activities and in the event
the Company continues with the revenue growth it has experienced since June
2001, it may experience net negative cash flows from operations pending an
increase in gross margins, and may be required to obtain additional financing to
fund operations or to augment its working capital through pubic or private
issuance of equity or debt securities, or to obtain an increase in the Company's
line of credit.

         The Company has no firm long-term sales commitments from any of its
customers and enters into individual purchase orders with its customers. The
Company has experienced cancellations of orders and fluctuations in order levels
from period to period and expects it will continue to experience such
cancellations and fluctuations in the future. In addition, customer purchase
orders may be canceled and order volume levels can be changed, canceled or
delayed with limited or no penalties. The replacement of canceled, delayed or
reduced purchase orders with new business cannot be assured. Moreover, the
Company's business, financial condition and results of operations will depend
upon its ability to obtain orders from new customers, as well as the financial
condition and success of its customers, its customers' products and the general
economy. The factors affecting any of the Company's major customers or their
customers could have a material adverse affect on the Company's business,
financial condition and results of operations.

         On January 22, 2001 the Company issued to Finova Capital Corporation
875,000 shares of its Series A Preferred Stock and 250,000 shares of its Series
B Preferred Stock. The original value of these shares was $9 million in the
aggregate. The Company is obligated to redeem these shares at $8.00 per share
upon the third anniversary of the issuance of the Series A Preferred Stock and
upon the second anniversary of the issuance of the Series B Preferred Stock. If
the shares of the Company's common stock trade at a price of $3.00 per share for
15 consecutive trading days, then the Company has the right to force conversion
of the shares of Series A Preferred Stock and Series B Preferred Stock into
shares of the Company's common stock at a price equal to the weighted average
trading price (which shall be not less than $2.50 per share nor more than $7.00

                                       17





<PAGE>

per share, subject to adjustment for stock splits and similar reclassifications
of the Company's common stock) of the shares of common stock during the 20 day
period of time prior to the notice of conversion issued by the Company. If the
Company is unable to require the conversion of the preferred stock or to
otherwise negotiate a discounted redemption of the preferred stock, then the
Company would be required to expend $2.0 million to redeem the Series B
Preferred Stock on January 22, 2003 and $6.6 million to redeem the Series A
Preferred Stock on January 22, 2004. If the Company was required to redeem
either class of preferred stock its liquidity and other financial resources
could be severely and adversely affected.

         The Company's backlog was $3,743,040 at June 30, 2002, as compared to
$18,404,395 at June 30, 2001. The backlog at June 30, 2002 included orders for
new products from Office Max and new initial orders from Best Buy. This
reduction in the level of backlog is due in large part to abnormally large
orders placed by Best Buy during 2001 in connection with their decision to carry
the Company's products and large orders placed by Office Max in connection with
their decision to carry the Company's media products.

         The Company believes that current and future available capital
resources, revenues generated from operations, and other existing sources of
liquidity, including the Company's credit facility with ChinaTrust Bank, will be
adequate to meet the anticipated working capital and capital expenditure
requirements for at least the next twelve months. If, however, the Company's
capital requirements or cash flow vary materially from the Company's current
projections or if unforeseen circumstances occur, the Company may require
additional financing. Failure to raise such necessary capital could restrict the
Company's growth, limit the Company's development of new products or hinder the
Company's ability to compete.

EFFECTS OF INFLATION

         The impact of inflation and changing prices has not been significant on
the Company's financial condition or results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections." SFAS No. 145 updates, clarifies, and simplifies existing
accounting pronouncements. This statement rescinds SFAS No. 4, which required
all gains and losses from extinguishments of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
As a result, the criteria in APB No. 30 will no be used to classify those gains
and losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS
No. 4 has been rescinded. SFAS No. 44 has been rescinded as it is no longer
necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-lease transactions. This statement
also makes technical corrections to existing pronouncements. While those
corrections are not substantive in nature, in some instances, they may change
accounting practice. The Company does not expect adoption of SFAS No. 145 to
have a material impact, if any, on its financial position or results of
operations.

         In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan. This statement will not have a material impact on
the Company's financial statements.

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<PAGE>

RISK FACTORS

         AN INVESTMENT IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT, POTENTIAL INVESTORS
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST
OR MAINTAIN AN INVESTMENT IN SHARES OF THE COMPANY'S COMMON STOCK. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCURS, IT IS LIKELY THAT THE COMPANY'S BUSINESS,
FINANCIAL CONDITION AND OPERATING RESULTS WOULD BE HARMED. AS A RESULT, THE
TRADING PRICE OF THE COMPANY'S COMMON STOCK COULD DECLINE, AND AN INVESTOR COULD
LOSE PART OR ALL OF THE INVESTOR'S INVESTMENT.

     COMPETITION

         The market for the Company's products is highly competitive.
Competitors for the Company's optical storage products and computer input
devices include Acer (BENQ), Fuji, Hewlett-Packard, Imation, IOMega, Maxell,
Memorex, Philips, Plextor, PNY, Samsung, Sony Corp., TDK, Verbatim and Yamaha.
Competitors for the Company's multimedia products include Creative
Labs, PNY, Turtle Beach, Videotek and small Asian manufacturers.
Competitors for the Company's input devices include Logitech, Memorex,
Micro Innovations, Microsoft and small Asian manufacturers.
Competitors for the Company's digital entertainment products include
Creative Labs, Panasonic, Sharp, Sony Corp. and small Asian manufacturers.

         The Company also indirectly competes with personal computer original
equipment manufacturers such as Dell Computer and Compaq to the extent that they
manufacture their own add-in subsystems or incorporate on personal computer
motherboards the functionality provided by the Company's computer peripheral
products. In certain markets where the Company is a relatively new entrant, the
Company faces dominant competitors including 3Com (modems), Creative
Technologies, Inc. (sound cards, modems and Internet music players) and Sony
Corp. (consumer electronic music players). In addition, the Company's markets
are expected to become increasingly competitive as multimedia functions continue
to converge and companies that previously supplied products providing distinct
functions (for example, companies today primarily in the sound, modem, CPU or
motherboard markets) emerge as competitors across broader or more integrated
product categories.

         The Company also believes that the strategy of certain of its current
and potential competitors is to compete largely on the basis of price, which may
result in lower prices and lower margins for the Company's products or otherwise
adversely affect the market for the Company's products. There can be no
assurance that the Company will be able to continue to compete successfully in
its current and future markets, or will be able to compete successfully against
current and new competitors, as the Company's technology, markets and products
continue to evolve.

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<PAGE>

     PROPRIETARY RIGHTS

         The Company utilizes subcontractors to manufacture its products.
Further, the Company is not the licensee or owner of any of the technology
comprising its products. As a result, the Company does not have a proprietary
rights in any of the software, hardware or related technology comprising its
various products.

         The Company relies primarily on trademarks to protect its I/OMagic,
Hi-Val and Digital Research Technologies brand names. There can be no assurance
that the Company's measures to protect its proprietary rights will deter or
prevent unauthorized use of the Company's brands. In addition, the laws of
certain foreign countries may not protect the Company's proprietary rights to
the same extent, as do the laws of the United States or the European Community.
As is typical in the consumer electronics industry, the Company from time to
time is subject to legal claims asserting that the Company has violated the
proprietary rights of third parties. In the event that a third party was to
sustain a valid claim against the Company, and any required licenses were not
available on commercially reasonable terms, the Company's operating results
could be materially and adversely affected. Litigation, which could result in
substantial cost and diversion of the resources of the Company, may also be
necessary to enforce proprietary rights of the Company or to defend the Company
against claimed infringement of the proprietary rights of others.

     IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

         The Company is subject to EITF Issue No. 01-09, which provides that
certain consumer and trade sales promotion expenses are presumed to be a
reduction of the selling prices of the vendor's products and, therefore, should
be characterized as a reduction of revenue as net sales. The provisions of this
pronouncement are required to be applied with fiscal years beginning after
December 15, 2001. The Company has adopted this pronouncement with its December
31, 2001 statement of operations and has restated its March 31, 2001 and June
30, 2001 statements of operations. The adoption of this pronouncement has
resulted in adjustments to the Company's net sales, gross margin and selling and
marketing expenses. EITF Issue No. 01-09 has no impact on the Company's
operating income, net income or earnings per share. While the Company believes
that the application of EITF Issue No. 01-09 will not have any effect upon its
cash flow, potential investors may view the impact of EITF Issue No. 01-09 upon
the Company negatively. In the event this does occur, the price for the
Company's stock and as a result its ability to raise capital, may be adversely
affected.

         The Company's financial reporting may be subject to other changes in
accounting principles and procedures. In the event these changes negatively
effect the Company's reporting of the results of its operations, its ability to
raise capital and to otherwise utilize its stock to attract key employees and
finance potential acquisitions would be adversely affected.

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<PAGE>

     DISTRIBUTION RISKS

         The Company's future success is dependent on the continued viability
and financial stability of its customer base. The computer distribution and
retail channels historically have been characterized by rapid change, including
periods of widespread financial difficulties and consolidation and the emergence
of alternative sales channels, such as direct mail order, telephone sales by PC
manufacturers and electronic commerce on the worldwide web. The loss of, or
reduction in, sales to certain of the Company's key customers as a result of
changing market conditions, competition, or customer credit problems could have
a material adverse effect on the Company's operating results. Likewise, changes
in distribution channel patterns, such as increased commerce on the Internet, or
increased use of mail-order catalogues, increased use of consumer-electronics
channels for peripheral product sales, could affect the Company in ways not yet
known. For example, the rapid emergence of Internet-based e-commerce is putting
substantial strain on some of the Company's traditional channels. Moreover,
additions to or changes in the types of products the Company sells, such as the
digital entertainment products, may require specialized value-added reseller
channels, relations with which the Company has only begun to establish.
Aggressive strategies employed by customers to obtain reductions in the charged
purchase price, such as claimed price protections, rebates and advertising
funds, may materially and adversely impact upon the Company's cash flow and
financial results of operations. Finally, the Company's customers frequently
require that the Company expend substantial sums to promote distribution
channels, advertise its products and reserve shelf space for the Company's
products. To the extent the Company's financial resources decline, the Company
might be unable to fulfill its obligations under such programs. Such a failure
might adversely affect the Company's relationship with its customers and as a
result, its financial results of operations.

     CAPITAL NEEDS

         There can be no assurance that additional capital beyond the amounts
currently forecasted by the Company will not be required or that any required
additional capital will be available on reasonable terms, if at all, at such
time or times as required by the Company. Any shortfall in capital resources
compared to the Company's level of operations or any inability to secure
additional capital as needed could impair the Company's ability to finance
inventory, accounts receivable and other operational needs. Such capital
limitations could also impair the Company's ability to invest in research and
development, improve customer service and support, deploy information technology
systems, and expand marketing and other operations. Failure to keep pace with
competitive requirements in any of these areas could have a material adverse
effect on the Company's business and operating results. Moreover, any need to
raise additional capital through the issuance of equity or debt securities may
result in additional dilution to earnings per share.

     LINE OF CREDIT

         The Company maintains a revolving line of credit with ChinaTrust Bank
that allows it to borrow a maximum of $14,000,000 with a sub-limit of
$13,000,000. The line of credit expires December 31, 2002. The line is secured
by substantially all of the Company's assets. As of June 30, 2002, the
outstanding balance under the revolving line of credit was $9,566,683. In the
event the Company is in default of any of the financial and other covenants
contained in the agreement, ChinaTrust Bank may declare the entire unpaid
principal balance and all accrued and unpaid interest thereon immediately due
and payable. Any such action would have a material adverse affect on the
Company's operations.

     LITIGATION

         The Company, IOM Holdings, Inc., which is a corporation that the
Company acquired, Tony Shahbaz, who is the Company's President, Chief Executive
Officer and Chief Financial Officer, and two other individuals are defendants in
an action in which the plaintiffs seek, among other relief, $42,000,000 plus
punitive and other damages to be proven at trial in connection with two separate
contracts involving the plaintiffs and the defendants. The $42,000,000 in
alleged damages includes $15,000,000 sought from Mr. Shahbaz and $27,000,000
sought from IOM Holdings, Inc., Mr. Shahbaz and the other individual defendants.
The Company intends to vigorously defend itself and IOM Holdings, Inc. in this
action. However, the Company cannot predict the outcome of this matter or the
extent to which the resolution of this matter could adversely affect the
Company's business and results of operations.

     RISKS ASSOCIATED WITH VERTICAL INTEGRATION

         The Company pursues a strategy of continuously identifying and
evaluating potential product vendors. Ideally, the Company prefers a number of
competitive suppliers of each of its products in order to ensure that the
Company is offering leading edge technology in each product line at prices with
which the Company can compete with competitors. In the recent past there have
been instances of Far East manufacturers of computer peripheral products
acquiring distribution divisions in North America or otherwise establishing

                                       21





<PAGE>

their own marketing organization in North America. While these expansions in and
of themselves are not material to the operations of the Company, vertical
integration by the Company's suppliers into North American marketing channels
may restrict the vendors available to the Company and thereby may reduce the
likelihood that the Company will have access to leading edge technology at
prices which allow the Company to compete with vertically integrated
competitors.

     RECENT FINANCIAL LOSSES

         The Company reported net losses in the fiscal years ended December 31,
2000 and 2001 and for the quarter ended June 30, 2002. There is no assurance
that the Company will be able to obtain or maintain profitable operations in the
future. If the Company is unable to do so, there may be a material adverse
affect on the Company's cash flow, which could cause violations in the covenants
under the Company's line of credit and could impede the Company's ability to
raise capital through debt or equity financing to the extent the Company may
need it for continued operations or for planned expansion. Consequently, future
losses may adversely affect the Company's business, prospects, financial
condition, results of operations and cash flows.

     LACK OF LONG TERM PURCHASE ORDERS

         The Company does not have any long term purchase orders from its
customers. The Company's product orders are typically received with one to three
weeks lead time to deliver the products. Accordingly, the Company cannot rely on
long-term purchase orders or commitments to protect it from the negative
financial effects of a reduced demand for it's products that could result from,
among other things, a general economic downturn, from changes in the personal
computer peripheral and consumer electronics markets, including the entry of new
competitors into those markets, from the introduction by others of new or
improved technology and from an unanticipated shift in the needs of the
Company's customers.

     DEPENDENCE ON MAJOR CUSTOMERS

         During the three and six months ended June 30, 2002, the Company had
four major customers which accounted for approximately 76% and 83%,
respectively, of the Company's net sales.

         The amounts due from these major customers on June 30, 2002 amounted to
approximately $13,987,584. The Company's strategy is to constantly attempt to
sign new major retail customers in order to both increase the Company's growth
and to reduce the impact of any one customer. The default on accounts receivable
by any of the Company's major customers would have a material adverse affect on
the Company's cash flow and financial performance.

         The Company does not have any contract with any of these customers
requiring that any amount of product be purchased in the future. In the event
any of these major customers were to cease ordering products from the Company or
to reduce the level of their orders, the Company's financial performance could
be materially and adversely affected.

     POTENTIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS

         The Company develops and markets products in the highly competitive
optical storage, multimedia and input-output segments of the personal computer
peripheral market and the digital entertainment segment of the consumer
electronic market. These products are very susceptible to product obsolescence
and typically exhibit a high degree of volatility of shipment volumes over
relatively short product life cycles. The timing of introductions of new
products in one calendar quarter as opposed to an adjacent quarter can
materially affect the relative sales volumes in those quarters. In addition,
product releases by competitors and accompanying pricing actions can materially
and adversely affect the Company's revenues and gross margins.

                                       22





<PAGE>

         The Company sells its products to retail customers such as mass
merchandisers and large chains who sell products primarily off-the-shelf
directly to end users. Reliance on indirect channels of distribution means that
the Company typically has little or no direct visibility into end user customer
demand. The Company must rely upon sales forecasts provided by its retail
customers in order to comply with lead times required by these customers. If
these forecasts prove inaccurate, the Company could either have excess inventory
(resulting in potential finance costs and obsolescence) or insufficient
inventory (resulting in an inability to meet customer demands promptly).
Accordingly, this means that future operating results are dependent on the
Company accurately predicting in advance the demand for various product segments
from its customers.

     REVENUE VOLATILITY AND DEPENDENCE ON ORDERS RECEIVED AND SHIPPED IN A
     QUARTER

         The volume and timing of orders received during a quarter are difficult
to forecast. Retail customers generally order with only limited or no forecast
data on an as-needed basis. Moreover, the Company has emphasized its ability to
respond quickly to customer orders as part of its competitive strategy. This
strategy, combined with current industry supply and demand conditions as well as
the Company's emphasis on minimizing inventory levels, has resulted in customers
placing orders with relatively short delivery schedules and increased demand on
the Company to carry inventory for its customer base, particularly for large
national retail chains. This has the effect of increasing short lead-time orders
as a portion of the Company's business and reducing the Company's ability to
accurately forecast net sales. Because retail customers' orders are at times
difficult to predict, there can be no assurance that the combination of these
orders, and backlog in any quarter will be sufficient to achieve either
sequential or year-over-year growth in net sales during that quarter. If the
Company does not achieve a sufficient level of retail orders in a particular
quarter, the Company's revenues and operating results would be materially
adversely affected.

     MANAGEMENT OF GROWTH

         In recent years, the Company has experienced a significant expansion in
the overall level of its business and the scope of its operations, including
marketing, technical support, customer service, sales and logistics. This
expansion in scope has resulted in a need for significant investment in
infrastructure, process development and information systems. This requirement
includes, without limitation: securing adequate financial resources to
successfully integrate and manage the growing businesses and acquired companies;
retention of key employees; integration of management information, product data
management, control, accounting, telecommunications and networking systems;
establishment of a significant worldwide web and e-commerce presence;
coordination of suppliers and distribution channels; establishment and
documentation of business processes and procedures; and integration of various
functions and groups of employees. Each of these requirements poses significant,
material challenges.

         During the year 2000, the Company acquired the Hi-Val brand name and
became the world-wide exclusive licensee of the Digital Research Technologies
brand name. In addition to managing the growing business of the Company and its
previous acquisitions, the Company will be required to integrate and manage
these brands. The Company faces significant challenges in terms of sales,
marketing, and logistics with respect to integrating the products and businesses
of Hi-Val and Digital Research Technologies into the procedures and operations
of the Company. There can be no assurance that the Company will be able to
successfully integrate these operations. If the Company fails to successfully
integrate these brand names into the operations of the Company, there will
likely be a material adverse impact on the operating results of the Company.
Even if the integration is successfully achieved, there can be no assurance that
the cost of such integration will not materially and adversely affect the
Company's operating results, or that the Company will be able to make a
satisfactory return on such costs.

                                       23





<PAGE>

         In the fourth quarter of 2001, the Company commenced shipping its first
digital entertainment product, a portable MP3 player distributed under the name
"MyMP3." The Company has recently filed a trademark application for the name
"MyMP3." These products will pose new design, manufacturing and customer support
issues to the Company and there can be no assurance that the Company can
successfully meet these challenges, generate customer demand for such products
or satisfy customer demand for the products. There can also be no assurance that
the cost associated with meeting such challenges and satisfying demand will not
have a material adverse impact on the Company's operating results in future
periods.

     PRODUCT SHORTAGES; RELIANCE ON SOLE OR LIMITED SOURCE SUPPLIERS

         The Company is dependent on sole or limited source suppliers for
certain key products. If any of these suppliers were to experience a disruption
in their manufacturing capacity, the financial performance of the Company could
be materially adversely affected. There can be no assurances that the Company
can obtain adequate inventory of each of its product categories, or that such
shortages or the costs of these products will not adversely affect future
operating results. The Company's dependence on sole or limited source suppliers,
and the risks associated with any delay or shortfall in supply, can be
exacerbated by the short life cycles that characterize the Company's product
mix. Although the Company maintains ongoing efforts to identify new suppliers of
its products, shortages may continue to exist from time to time, and there can
be no assurances that the Company can continue to obtain adequate supplies or
obtain such supplies at their historical or competitive cost levels. In its
attempt to counter actual or perceived shortages, the Company may over-purchase
certain products or pay expediting or other surcharges, resulting in excess
inventory or inventory at higher than normal costs and reducing the Company's
liquidity, or in the event of unexpected inventory obsolescence or a decline in
the market value of such inventory, causing inventory write-offs or sell-offs
that adversely affect the Company's gross margin and profitability.

     DEPENDENCE ON OPTICAL STORAGE AND OPTICAL MEDIA MARKET

         Sales of optical storage and related media products accounted for
approximately 80% of the Company's net sales in 2001 and 88% of net sales for
the six months ended June 30, 2002. Although the Company has introduced products
in the digital entertainment segment of the consumer electronics market, optical
storage and optical media devices are expected to continue to account for a
majority of the Company's sales for the foreseeable future. A decline in demand
or average selling prices for optical storage or optical media products, whether
as a result of new competitive product introductions, price competition, excess
supply, widespread cost reduction, technological change, incorporation of the
products' functionality onto personal computer motherboards or otherwise, would
have a material adverse affect on the Company's sales and operating results.

     MIGRATION TO PERSONAL COMPUTER MOTHERBOARDS

         Many of the Company's products are peripheral products that function
within personal computers to provide additional functionality. Historically, as
a given functionality becomes technologically stable and widely accepted by
personal computer users, the cost of providing this functionality is typically
reduced by means of large scale integration into semiconductor chips, which can
be subsequently incorporated onto personal computer motherboards. The Company
recognizes that this migration could occur with respect to the functionality
provided by some of the Company's current products. While the Company believes
that a market will continue to exist for add-in subsystems that provide advanced
or multiple functions and offer flexibility in systems and connectivity, such as
audio and video upgrade cards, there can be no assurance that the incorporation
of new multimedia functions onto personal computer motherboards or into CPU
microprocessors, will not adversely affect the future market for the Company's
products.

                                       24





<PAGE>

     DEPENDENCE ON KEY PERSONNEL

         The Company's future success will depend to a significant extent upon
the efforts and abilities of its senior management and professional, technical,
sales and marketing personnel, including the Company's president Tony Shahbaz.
Mr. Shahbaz has been instrumental in virtually all aspects of the Company's
operations. He has developed the key personal relationships with principals of
the Company's vendors and frequently is extensively involved in the Company's
sales and promotional efforts with its key customers. The loss of his services
would certainly severely and adversely affect the financial results of
operations of the Company. The competition for such personnel is intense,
particularly in the Orange County, California area. There can be no assurance
that the Company will be successful in retaining its existing key personnel or
in attracting and retaining the additional key personnel that it requires. The
loss of services of one or more of its key personnel or the inability to add or
replace key personnel could have a material adverse effect on the Company. The
salary, performance bonus and stock option packages necessary to recruit or
retain key personnel, may significantly increase the Company's expense levels or
result in dilution to the Company's earnings per share. The Company does not
carry "key person" life insurance on any of its employees.

     GOVERNMENT REGULATION AND INDUSTRY STANDARDS

         The Company frequently jointly designs its products with its
manufacturing suppliers. These products are sometimes subject to various
government regulations and industry standards, such as Underwriters Laboratories
compliance. It is difficult to predict the direction of evolution of these
regulations and standards and what, if any impact they might have upon the
operations of the Company. For example, the Federal Drug Administration has
inspected Company products containing laser components for potential health
risks. The Company's failure to comply with the various existing and evolving
standards and regulations could adversely affect its ability to sell its
products.

     DECLINING SELLING PRICES AND OTHER FACTORS AFFECTING GROSS MARGINS

         The Company's markets are characterized by intense ongoing competition
coupled with a history, as well as a current trend, of declining average selling
prices. A decline in selling prices may cause the net sales in a quarter to be
lower than those of a preceding quarter or corresponding prior year's quarter
even if more units were sold during such quarter than in the preceding or
corresponding prior year's quarter. Accordingly, it is possible that the
Company's average selling prices will decline, and that the Company's net sales
and margins may decline in the future, from the levels experienced to date (See
also "- Short Product Life Cycles; Dependence on New Products"). The Company's
gross margins may also be adversely affected by shortages of, or higher prices
for, key components for the Company's products. The availability of new products
is sometimes restricted in volume early in a product's life cycle and, should
customers choose to wait for the new version of a product rather than to
purchase the current version, the ability of the Company to procure sufficient
volumes of such new products to meet higher customer demand is limited. Such a
failure to meet demand for new products may have a material adverse effect on
the revenues and operating margins of the Company.

     CHANNEL PROMOTIONS

         The Company engages in various channel promotions throughout its
customer base throughout the entire year. However, there can be no assurance
that any estimates, accruals or reserves will be sufficient to support the
extent of the channel promotions. Excessive promotion costs could have a
material adverse affect on the operations of the Company.

     ASIAN POLITICAL AND ECONOMIC CLIMATE

         The Company is dependent upon political and economic stability in the
Far East. Specifically, the Company orders virtually all of its products from
large manufacturing facilities located primarily in Taiwan, Korea and the
People's Republic of China. In the event of a severe political disruption in the
governments of any country located in the Far East, the economic ramifications
for the Company's supplier base could be devastating. As a result, the Company's
ability to conduct profitable operations might be materially and adversely

                                       25





<PAGE>

affected. The Company's suppliers acquire components and raw materials for the
manufacturing of the Company's products from a number of countries, many of
which do not conduct operations in United States dollars. Any severe fluctuation
in the value of such currencies could materially increase the cost to the
Company's suppliers of manufacturing the Company's products. Upon such an
occurrence, the Company's operations could be severely and adversely affected.

     SEASONALITY

         The Company believes that, due to industry seasonality, demand for its
products is strongest during the fourth quarter of each year and is generally
slower in the period from April through August. This seasonality may become more
pronounced and material in the future to the extent that a greater proportion of
the Company's sales consist of sales of more consumer-oriented or
entertainment-driven products. These seasonal fluctuations may be exaggerated by
general economic conditions and other factors outside the control of the
Company. A failure by the Company to accurately forecast seasonal fluctuations
may have a material adverse affect on the revenues and operating margins of the
Company.

     SHORT PRODUCT LIFE CYCLES; DEPENDENCE ON NEW PRODUCTS

         The market for the Company's products is characterized by frequent new
product introductions and rapid product obsolescence. These factors typically
result in short product life cycles, frequently ranging from three to six
months. The Company must develop and introduce new products in a timely manner
that compete effectively on the basis of price and performance and that address
customer requirements. To do this, the Company must continually monitor industry
trends and make difficult choices regarding the selection of new technologies
and features to incorporate into its new products, as well as the timing of the
introduction of such new products, all of which may impair the orders for or the
prices of the Company's existing products. The success of new product
introductions depends on various factors, some of which are outside the
Company's direct control. Such factors may include: selection of new products;
selection of controller or memory chip architectures; implementation of the
appropriate standards or protocols; timely completion and introduction of new
product designs; trade-offs between the time of first customer shipment and the
optimization of software drivers and hardware for speed, stability and
compatibility; development and production of collateral product literature;
ability to rapidly ramp manufacturing volumes to meet customer demand in a
timely fashion; and coordination of advertising, press relations, channel
promotion and evaluation programs with the availability of new products. For
example, selection of the appropriate standards and protocols will be a key
factor in determining the future success of the Company's digital entertainment
products.

     MARKET ANTICIPATION OF NEW PRODUCTS, NEW TECHNOLOGIES OR LOWER PRICES

         Because the business environment in which the Company operates is
characterized by rapid new product and technology introductions and generally
declining prices for existing products, the Company's customers may from time to
time postpone purchases in anticipation of new product introductions or lower
prices. If the anticipated changes are viewed as significant by the market, such
as the introduction of a data storage format change, then this may have the
effect of temporarily slowing overall market demand and negatively affecting the
Company's operating results. For example, during the fourth quarter of 2001 the
Company initially introduced a 32 megabyte version of its "MyMP3" portable
digital music system. As technology quickly advanced, the Company's customers
immediately demanded expanded memory capability. In response, the Company is
developing a 64 megabyte version of the same product. This demand for more
technologically advanced products took place within a period of three months.

                                       26





<PAGE>

     PRODUCT RETURNS; PRICE PROTECTION

         The Company frequently grants limited rights to customers to return
certain unsold inventories of the Company's products in exchange for new
purchases ("Stock Rotation"), as well as price protection on unsold inventory.
Moreover, certain of the Company's retail customers will readily accept returned
products from their own retail customers, and these returned products are, in
turn, returned to the Company for credit. The Company estimates returns and
potential price protection on unsold channel inventory. The Company accrues
reserves for estimated returns, including warranty returns, and price
protection. The Company may be faced with further significant price protection
charges as the Company and its competitors move to reduce channel inventory
levels of current products, as new product introductions are made. However,
there can be no assurance that any estimates, reserves or accruals will be
sufficient or that any future returns or price reductions will not have a
material adverse affect on operating results, including through the mechanisms
of Stock Rotation or price protection, particularly in light of the rapid
product obsolescence which often occurs during product transitions.

     RAPID TECHNOLOGICAL CHANGE

         The markets for the Company's products are characterized by rapidly
changing technology, evolving industry standards, frequent new product
introductions and rapid product obsolescence. Product life cycles in the
Company's markets frequently range from three to six months. The Company's
success will be substantially dependent upon its ability to continue to develop
and introduce competitive products and technologies on a timely basis with
features and functions that meet changing customer requirements in a
cost-effective manner. Further, if the Company is successful in the development
and market introduction of new products, it must still correctly forecast
customer demand for such new products so as to avoid either excessive unsold
inventory or excessive unfilled orders related to the products. The task of
forecasting such customer demand is unusually difficult for new products, for
which there is little sales history, and for indirect channels, where the
Company's customers are not the final end customers. Moreover, whenever the
Company launches new products, it must also successfully manage the corollary
obsolescence and price erosion of those of its older products that are affected
by such new products, as well as any resulting price protection charges and
Stock Rotations from its distribution channels.

     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT INTEREST RATE RISK

         The Company is exposed to financial market risks due primarily to
changes in interest rates. As the Company continues to grow, it is finding that
many of its vendors are increasingly refusing to provide credit. As a result,
the Company frequently is required to draw down upon its line of credit in order
to finance its operations. Fluctuations in interest rates may increase the cost
of the Company drawing down upon its line of credit. The Company does not use
derivatives to alter the interest characteristics of its debt instruments. The
Company has no holdings of derivative or commodity instruments and does not
conduct business in foreign currencies.

     "PENNY STOCK" RULES

         Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks, like shares of the Company's common stock,
generally are equity securities with a price of less than $5.00 (other than
securities registered on some national securities exchanges or quote on Nasdaq).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer must also
provide current bid and offer quotations for the penny stock, the compensation

                                       27





<PAGE>

of the broker-dealer and its sales person in the transaction, and if the
broker-dealer is the sole market maker, the broker dealer must disclose this
fact and the broker dealer's presumed control over the market, and the monthly
account statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities to
persons other than established customers and "accredited investors" must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a security subject to the
penny stock rules, and investors in the Company's common stock may find it
difficult to sell their shares.

     OTC BULLETIN BOARD(R) LISTING

         The Company's stock is currently quoted upon the OTC Bulletin Board(R)
under the symbol "IOMC.OB." Because the Company's stock trades upon the OTC
Bulletin Board(R) rather than on a national stock exchange, investors may find
it difficult to either dispose of, or to obtain quotations as to the price of
the Company's common stock.

     STOCK PRICE VOLATILITY

         The trading price of the Company's Common Stock has been subject to
significant fluctuations to date, and could be subject to wide fluctuations in
the future in response to quarter-to-quarter variations in operating results,
announcements of technological innovations, new product introductions by the
Company or its competitors, general conditions in the markets for the Company's
products or the computer industry, the price and availability of the Company's
products, general financial market conditions, market conditions for personal
computer or semiconductor stocks, changes in earnings estimates by analysts, or
other events or factors. In this regard, the Company does not endorse and
accepts no responsibility for the estimates or recommendations issued by stock
research analysts from time to time. In addition, the public stock markets in
general, and technology stocks in particular, have experienced extreme price and
trading volume volatility. This volatility has significantly affected the market
prices of securities of many high technology companies for reasons frequently
unrelated to the operating performance of the specific companies. These broad
market fluctuations may adversely affect the market price of the Company's
Common Stock.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Approximately 1% of the Company's operations were subject to foreign
currency exchange or commodity price risk during the six months ended June 30,
2002. Effect on the Company's statement of operations was negligible.

         The Company has a line of credit with Chinatrust Bank USA in the amount
of up to $14,000,000. The interest rate under the line of credit is equal to the
WALL STREET JOURNAL prime rate plus 0.75%. If the prime rate increases, the
Company's interest expense will increase which, in turn, will expose the Company
to risk of earnings loss.

                                       28





<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         On August 2, 2001, Mark Vakili and Mitra Vakili filed a complaint in
the Superior Court of the State of California for the County of Orange (Case No.
01CC09894) against Tony Shahbaz. The complaint alleged that Mr. Shahbaz
defrauded the plaintiffs by failing to honor the terms of a contract
("Contract") under which Mr. Shahbaz was to deliver 1,500,000 shares of the
Company's common stock in exchange for an interest in Alex Properties, a general
partnership that held an industrial warehouse rental property. The complaint
later was amended to add Alex Properties and Hi-Val, Inc. as plaintiffs and the
Company, IOM Holdings, Inc. ("IOMH"), which is a corporation that the Company
acquired, Steel Sue and Meilin Hsu as defendants. As amended, the complaint
seeks an aggregate of $42,000,000 plus punitive and other damages to be proven
at trial and also seeks rescission of the Contract. The amended complaint
alleges that IOMH, Mr. Shahbaz, Mr. Sue and Mr. Hsu fraudulently and negligently
made misrepresentations to induce Hi-Val to enter into an asset purchase
agreement in June 1999 for the purchase and sale of Hi-Val assets to IOMH. The
amended complaint also alleges that IOMH and Mr. Shahbaz breached the terms of
the asset purchase agreement by failing to deliver consideration that included
2,000,000 shares of the Company's common stock and payment of interest on Mr.
Vakili's $1,500,000 loan to Hi-Val that was to be assumed by IOMH under the
asset purchase agreement and by failing to timely replace Mr. Vakili as personal
guarantor of Hi-Val's $25,000,000 credit facility. The $42,000,000 in alleged
damages includes $15,000,000 sought from Mr. Shahbaz in connection with the
Contract and $27,000,000 sought from IOMH, Mr. Shahbaz, Mr. Sue and Mr. Hsu in
connection with the asset purchase agreement. The Company intends to vigorously
defend itself and IOMH in this action.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         Dividends
         ---------

         To date the Company has not paid dividends on its common stock. The
Company's line of credit with ChinaTrust Bank prohibits the payment of cash
dividends on common stock unless specifically approved by the bank. The
certificates of designations related to our Series A Preferred Stock and Series
B Preferred Stock provide that shares of those series of preferred stock are
entitled to receive dividends on an equal basis with the holders of the common
stock of the Company. The Company currently intends to retain future earnings to
fund the development and growth of its business and, therefore, does not
anticipate paying cash dividends on its common stock within the foreseeable
future. Any future payment of dividends on common stock will be determined by
the board of directors and will depend on the Company's financial condition,
results of operations, contractual obligations and other factors deemed relevant
by the board of directors.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                       29





<PAGE>

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         3.1      Amended and Restated Bylaws of I/OMagic Corporation.

         10.1     Business Loan Agreement dated April 19, 2002 by and between
                  I/OMagic Corporation and ChinaTrust Bank

         10.2     Rider to Business Loan Agreement dated April 9, 2002 by and
                  between I/OMagic Corporation and ChinaTrust Bank

         10.3     Change in Terms Agreement dated April 9, 2002 by and between
                  I/OMagic Corporation and ChinaTrust Bank

         10.4     Commercial Lease Agreement dated April 1, 2000 by and between
                  IOM Holdings, Inc. and Alex Properties

         (b)      Reports on Form 8-K

                      None.

                                       30





<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           I/OMAGIC CORPORATION

Dated: August 19, 2002                     By: /S/ TONY SHAHBAZ
                                              ----------------------------------
                                               Tony Shahbaz, President, Chief
                                               Executive Officer and Chief
                                               Financial Officer (principal
                                               executive officer and principal
                                               financial and accounting officer)

                                       31





<PAGE>

                  EXHIBITS FILED WITH THIS REPORT ON FORM 10-Q

         No.      Description
         ---      -----------

         3.1      Amended and Restated Bylaws of I/OMagic Corporation.

         10.1     Business Loan Agreement dated April 19, 2002 by and between
                  I/OMagic Corporation and ChinaTrust Bank

         10.2     Rider to Business Law Agreement dated April 9, 2002 by and
                  between I/OMagic Corporation and ChinaTrust Bank

         10.3     Change in Terms Agreement dated April 9, 2002 by and between
                  I/OMagic Corporation and ChinaTrust Bank

         10.4     Commercial Lease Agreement dated April 1, 2000 by and between
                  IOM Holdings, Inc. and Alex Properties


                                       32