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 September 30, 2004
                                              ------------------

                                       OR

[     ]     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 000-27267

                              I/OMAGIC CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)


          Nevada                                        88-029062
 ------------------------------             -------------------------------
(State or other jurisdiction of            (IRS Employer Identification No.)
incorporation  or  organization)


     4  Marconi,  Irvine,  CA                            92618
     ------------------------                         ----------
(Address  of  principal  executive  offices)          (Zip  Code)

                                 (949) 707-4800
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check 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 the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.   Yes  [  X  ]  No  [     ]

Indicate  by check whether the registrant is an accelerated filer (as defined in
Rule  12b-2  of  the  Exchange  Act).   Yes  [   ]    No  [  X  ]

As  of  November  14,  2004,  there were 4,529,672 shares of the issuer's common
stock  issued  and  outstanding.

<PAGE>

                    I/OMAGIC CORPORATION AND SUBSIDIARY

                                TABLE OF CONTENTS

                                                                        Page
                                                                        Number
                                                                        ------

PART I  - FINANCIAL  INFORMATION

Item 1.   Financial  Statements

          Consolidated Balance Sheets - September 30, 2004 and
          December 31, 2003                                                 3

          Consolidated  Statements  of  Income  - For the three and
          nine months ended September 30, 2004 and 2003 (unaudited)         5

          Consolidated Statements of Cash Flows - For the nine months
          ended September 30, 2004 and 2003 (unaudited)                     6

          Notes  to  Consolidated  Financial  Statements                    7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk       48

Item 4.   Controls  and  Procedures                                        48


PART II - OTHER  INFORMATION

Item 1.   Legal  Proceedings                                               49

Item 2.   Changes  in  Securities  and  Use  of  Proceeds                  50

Item 3.   Defaults  Upon  Senior  Securities                               50

Item 4.   Submission of Matters to a Vote of Security Holders              50

Item 5.   Other Information                                                50

Item 6.   Exhibits                                                         50

SIGNATURES                                                                 51

EXHIBITS  FILED  WITH  THE  REPORT                                         52


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM  1.           FINANCIAL  STATEMENTS


                              I/OMAGIC CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2004 (UNAUDITED)AND DECEMBER 30, 2003

                                     ASSETS

<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30,   DECEMBER 31,
                                                                        2004           2003
                                                                   --------------  -------------
                                                                     (unaudited)
<S>                                                                <C>             <C>

CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .  $    2,808,399  $   4,005,705
  Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . .       397,304      2,185,664
  Accounts receivable, net of allowance for doubtful
     accounts of $61,659 (unaudited) and $20,553. . . . . . . . .      11,988,846     18,439,893
  Inventory, net of allowance for obsolete inventory of $1,105,000
    (unaudited) and $505,029. . . . . . . . . . . . . . . . . . . . .   6,006,056      9,706,708
  Inventory in transit. . . . . . . . . . . . . . . . . . . . . . .       910,919              -
  Prepaid expenses and other current assets . . . . . . . . . . . .       638,859        407,260
                                                                   --------------  -------------
     Total current assets . . . . . . . . . . . . . . . . . . . .      22,750,383     34,745,230
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . .         370,248        539,943
TRADEMARK, net of accumulated amortization
   of $5,305,096 (unaudited) and $4,871,044 . . . . . . . . . . .       4,340,583      4,774,635
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .          27,032         52,984
                                                                   --------------  -------------
     TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . .  $   27,488,246  $  40,112,792
                                                                   ==============  =============
</TABLE>

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


                                        3
<PAGE>

                              I/OMAGIC CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                                2004             2003
                                                                           ---------------  --------------
                                                                             (unaudited)
<S>                                                                        <C>              <C>
CURRENT LIABILITIES
Line of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    5,922,675   $   5,938,705
 Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . .       4,718,428       5,572,878
 Accounts payable - related parties . . . . . . . . . . . . . . . . . . .       2,630,054      10,370,119
 Reserves for customer returns and price protection . . . . . . . . . . .       1,292,426         853,373
 Current portion of settlement payable. . . . . . . . . . . . . . . . . .               -       1,000,000
                                                                           ---------------  --------------
   Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .      14,563,583      23,735,075
                                                                           ---------------  --------------
STOCKHOLDERS' EQUITY
Preferred Stock
   10,000,000 shares authorized, $0.001 par value
   Series A, 1,000,000 shares authorized, 0 and 0 shares
   Issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . .               -               -
   Series B, 1,000,000 shares authorized, 0 and 0 shares
   Issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . .               -               -
 Common stock, $0.001 par value
       100,000,000 shares authorized
       4,529,672 (unaudited) and 4,529,672 shares issued and outstanding.           4,530           4,530
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . .      31,557,988      31,557,988
Treasury stock, 13,493 (unaudited) and 13,493 shares, at cost . . . . . .        (126,014)       (126,014)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . .     (18,511,841)    (15,058,787)
                                                                           ---------------  --------------
   Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .      12,924,663      16,377,717
                                                                           ---------------  --------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . .  $   27,488,246   $  40,112,792
                                                                           ===============  ==============
</TABLE>

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


                                        4
<PAGE>

                              I/OMAGIC CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>



                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
                                                            SEPTEMBER 30,                   SEPTEMBER 30,
                                                       2004            2003              2004           2003
                                         --------------------  -------------------  ------------- ------------
                                                 (unaudited)        (unaudited)      (unaudited)   (unaudited)

<S>                                     <C>                   <C>                  <C>            <C>
NET SALES. . . . . . . . . . . . . . .  $         8,302,490   $       13,495,327   $ 30,854,250   $43,343,893
COST OF SALES. . . . . . . . . . . . .            8,654,753           11,443,776     28,587,583    36,953,579
                                        --------------------  -------------------  -------------  ------------
GROSS PROFIT (LOSS). . . . . . . . . .             (352,263)           2,051,551      2,266,667     6,390,314
                                        --------------------  -------------------  -------------  ------------
OPERATING EXPENSES
  Selling, marketing, and advertising. .            195,756              265,935        846,767       922,185
  General and administrative . . . . . .          1,293,576            1,202,693      4,113,347     5,137,422
  Depreciation and amortization. . . . .            208,265              346,062        626,505     1,058,647
                                        --------------------  -------------------  -------------  ------------
   Total operating expenses. . . . . .            1,697,597            1,814,690      5,586,619     7,118,254
                                        --------------------  -------------------  -------------  ------------
INCOME (LOSS) FROM OPERATIONS. . . . .           (2,049,860)             236,861     (3,319,952)     (727,940)
                                        --------------------  -------------------  -------------  ------------
OTHER INCOME (EXPENSE)
  Interest income. . . . . . . . . . . .                 62                   36            314           307
  Interest expense . . . . . . . . . . .            (38,090)             (40,759)      (122,137)     (196,412)
  Other income (expense) . . . . . . . .             11,675               (3,596)        (8,746)       45,719
                                        --------------------  -------------------  -------------  ------------

          Total other income (expense)              (26,353)             (44,319)      (130,569)     (150,386)
                                        --------------------  -------------------  -------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES. . .           (2,076,213)             192,542     (3,450,521)     (878,326)
PROVISION FOR (BENEFIT FROM) INCOME
TAXES. . . . . . . . . . . . . . . . .                  336               (1,885)         2,532        (3,083)
                                        --------------------  -------------------  -------------  ------------
NET INCOME (LOSS). . . . . . . . . . .          ($2,076,549)  $          194,427    ($3,453,053)    ($875,243)
                                        ====================  ===================  =============  ============
BASIC AND DILUTED INCOME (LOSS) PER
SHARE. . . . . . . . . . . . . . . . .               ($0.46)  $             0.04         ($0.76)       ($0.19)
                                        ====================  ===================  =============  ============
BASIC AND DILUTED WEIGHTED-AVERAGE
SHARES OUTSTANDING . . . . . . . . . .            4,529,672            4,529,672      4,529,672     4,529,672
                                        ====================  ===================  =============  ============
</TABLE>

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



                                        5
<PAGE>

                              I/OMAGIC CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>



                                                         NINE MONTHS ENDED SEPTEMBER 30,
                                                              2004             2003
                                                          -------------  ------------
                                                           (unaudited)    (unaudited)

<S>                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . .       ($3,453,053)    ($875,243)
Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities
  Depreciation and amortization. . . . . . . . . . . .         192,453       624,594
  Amortization of trademarks . . . . . . . . . . . . .         434,052       434,052
  Allowance for doubtful accounts. . . . . . . . . . .         180,000      (104,350)
  Reserve for customer returns and allowances. . . . .         439,053      (114,373)
  Reserve for obsolete inventory . . . . . . . . . . .         843,596      (722,327)
  Net gain from sale of property and equipment . . . .               -            61
  (Increase) decrease in
    Accounts receivable. . . . . . . . . . . . . . . . .     6,271,047     3,858,714
    Inventory. . . . . . . . . . . . . . . . . . . . . .     2,857,058       357,645
    Inventory in transit . . . . . . . . . . . . . . . .      (910,919)            -
    Prepaid expenses and other current assets. . . . . .      (231,600)     (155,440)
    Other assets . . . . . . . . . . . . . . . . . . . .        25,952       (27,032)
  Increase (decrease) in
    Accounts payable and accrued expenses. . . . . . . .      (854,451)   (2,745,839)
    Accounts payable - related parties . . . . . . . . .    (7,740,066)    3,572,073
    Settlement payable . . . . . . . . . . . . . . . . .    (1,000,000)   (3,000,000)
                                                          -------------  ------------
Net cash provided by (used in) operating activities.        (2,946,878)    1,102,535
                                                          -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment. . . . . . . .           (22,758)     (153,192)
   Proceeds from sale of property and equipment. . .                 -           500
   Restricted cash . . . . . . . . . . . . . . . . .         1,788,360       949,168
                                                         --------------  ------------

   Net cash provided by investing activities . . . .         1,765,602       796,476
                                                         --------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on line of credit . . . . . . . . . . .           (16,030)   (6,598,039)
Purchase of treasury shares. . . . . . . . . . . . .                 -       (83,684)
                                                         --------------  ------------
Net cash used in financing activities. . . . . . . .           (16,030)   (6,681,723)
                                                         --------------  ------------
Net decrease in cash and cash equivalents. . . . . .        (1,197,306)   (4,782,712)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . .         4,005,705     5,138,109
                                                         --------------  ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . .     $   2,808,399   $   355,397
                                                         =============== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 INTEREST PAID . . . . . . . . . . . . . . . . . . .     $     114,495   $   229,379
                                                         =============== ============
 INCOME TAXES PAID (REFUNDED). . . . . . . . . . . .     $       2,532   $    (3,083)
                                                         =============== ============
</TABLE>

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



                                        6
<PAGE>

                              I/OMAGIC CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

I/OMagic  Corporation  ("I/OMagic"),  a Nevada corporation, and its subsidiaries
(collectively,  the  "Company")  develop,  manufacture  through  subcontractors,
market,  and  distribute  data storage and digital entertainment products to the
consumer  electronics  markets.

On July 6, 2004 the Company completed the merger of its wholly-owned subsidiary,
I/OMagic  Corporation,  a  California  corporation,  with  and into the Company.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  PRESENTATION

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission  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 consolidated financial statements include the accounts of I/OMagic and
its  subsidiaries.  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.  These financial statements should be read in
conjunction  with  the  Company's  Amendment No. 2 to its Form 10-K for the year
ended  December  31,  2003.

USE  OF  ESTIMATES

The  preparation  of  financial statements requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

STOCK-BASED  COMPENSATION

SFAS  No.  123, "Accounting for Stock-Based Compensation" as amended by SFAS No.
148,  "Accounting  for  Stock-Based  Compensation-Transition  and  Disclosure,"
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 intrinsic 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 intrinsic 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.

Pro  forma information regarding net loss and loss per share is required by SFAS
No. 123 and has been determined as if the Company had accounted for its employee
stock  options  under the fair value method of SFAS No. 123. For the nine months
ended  September  30,  2004,  options  to  purchase  an  aggregate  of  126,375
(unaudited)  shares  of  common  stock  were  granted.


                                        7
<PAGE>

For  purposes  of pro forma disclosures, the estimated fair value of the options
is  amortized to expense over the options' vesting periods. Adjustments are made
for  options  forfeited  prior  to vesting. The effect on net loss and basic and
diluted  loss  per  share  had compensation costs for the Company's stock option
plans been determined based on a fair value at the date of grant consistent with
the provisions of SFAS No. 123 for the three and nine months ended September 30,
2004  (unaudited)  and  2003  (unaudited)  is  as  follows:

<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED             NINE MONTHS ENDED
                                         SEPTEMBER 30,                   SEPTEMBER 30,
                                      --------------------           -------------------
                                          (unaudited)                     (unaudited)
<S>                                   <C>            <C>          <C>           <C>
                                           2004          2003           2004          2003
                                      -------------  ------------  -------------  ------------
Net income (loss)
 As reported . . . . . . . . . . . .  $ (2,076,549)  $   194,427   $ (3,453,053)  $ (875,243)
 Add stock based compensation
    expense included in net income,
    net of tax . . . . . . . . . . .             -             -              -            -

 Deduct total stock based
    employee compensation
    expense determined under fair
    value method for all awards,
    net of tax . . . . . . . . . . .       (13,621)            -       (136,211)           -
                                      -------------  ------------  -------------  ------------
 PRO FORMA . . . . . . . . . . . . .  $ (2,090,170)  $   194,427   $ (3,589,264)  $ (875,243)
                                      =============  ============  =============  ============
Income (loss) per common share
 Basic - as reported . . . . . . . .  $      (0.46)  $      0.04   $      (0.76)  $    (0.19)
 Basic - pro forma . . . . . . . . .  $      (0.46)  $      0.04   $      (0.79)  $    (0.19)
 Diluted - as reported . . . . . . .  $      (0.46)  $      0.04   $      (0.76)  $    (0.19)
 Diluted - pro forma . . . . . . . .  $      (0.46)  $      0.04   $      (0.79)  $    (0.19)
</TABLE>

For  purposes  of  computing the pro forma disclosures required by SFAS No. 123,
the  fair  value  of each option granted to employees and directors is estimated
using the Black-Scholes option-pricing model with the following weighted-average
assumptions  for the nine months ended September 30, 2004: dividend yield of 0%,
expected volatility of 100%, risk-free interest rate of 1.92%, and expected life
of  three  years.  The weighted-average fair value of options granted during the
nine  months  ended September 30, 2004 for which the exercise price was equal to
the  market price on the grant date was $2.16, and the weighted-average exercise
price  was  $3.67.  No  stock  options were granted during the nine months ended
September  30,  2004 for which the exercise price was less than the market price
on  the  grant  date.

EARNINGS  (LOSS)  PER  SHARE

The  Company  calculates  earnings  (loss) per share in accordance with SFAS No.
128,  "Earnings  Per  Share."  Basic  earnings  (loss)  per share is computed by
dividing  the  net  income  (loss)  available  to  common  stockholders  by  the
weighted-average  number of common shares outstanding. Diluted income (loss) per
share  is  computed  similar  to  basic income (loss) per share, except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common  shares  were  dilutive.

                                        8
<PAGE>

The following potential common shares have been excluded from the computation of
diluted  earnings  per  share  for the three and nine months ended September 30,
2004  (unaudited)  and  for the nine months ended September 30, 2003 (unaudited)
since their effect would have been anti-dilutive, and for the three months ended
September  30,  2003  due to the exercise price being greater than the Company's
weighted  average  stock  price  for  the  period.

                                    September 30,
                                    -------------
                                     (unaudited)
                                    2004     2003
                                  -------- ---------
Stock options outstanding         126,150         -
Warrants outstanding               20,000    20,004
                                  -------- ---------
TOTAL                             146,150    20,004
                                  -------- ---------

NOTE  3  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  consisted  of  the  following:


                                  September 30,   December 31,
                                      2004            2003
                                  -----------     ------------
                                   (unaudited)

Accounts  payable                 $  1,276,243    $ 2,525,508
Accrued  rebates  and  marketing     2,756,120      2,369,544
Accrued  compensation  and
  related  benefits                    185,647        192,002
Customer  credits                       28,515              -
Other                                  471,903        485,824
                                  ------------    -----------
TOTAL                             $  4,718,428    $ 5,572,878
                                  ============    ===========

NOTE  4  -  INVENTORY

Inventory  consisted  of  the  following:

                                  September 30,   December 31,
                                      2004            2003
                                  -----------     ------------
                                   (unaudited)

Component parts                   $ 2,947,262     $ 3,658,140
Finished goods - warehouse          2,316,307       2,317,765
Finished goods - consigned          1,847,487       4,235,832
Reserves for obsolete and
   slow moving inventory           (1,105,000)       (505,029)
                                  -----------     ------------
TOTAL                             $ 6,006,056     $ 9,706,708
                                  ===========     ============


                                        9
<PAGE>

NOTE  5  -  LINE  OF  CREDIT

On  August  15,  2003,  the Company entered into an agreement for an asset-based
line  of  credit  with United National Bank, effective August 18, 2003. The line
allows the Company to borrow up to a maximum of $6.0 million. The line of credit
was  to  initially  expire  on  September  1,  2004.  On  August 6, 2004, United
National  Bank extended the expiration date to November 1, 2004.  On October 27,
2004,  United  National  Bank  extended the expiration date to December 1, 2004.
The  line  of  credit  is  secured  under  a security agreement and a UCC filing
covering  substantially  all  of the Company's assets. Advances on the line bear
interest  at  the  floating  commercial  loan  rate  equal  to the prime rate as
reported  in  The  Wall  Street Journal plus 0.75%. As of September 30, 2004 the
interest rate was 5.5% and as of December 31, 2003, the interest rate was 4.75%.
The  agreement  also  calls  for  the  Company  to be in compliance with certain
financial  covenants.  At September 30, 2004, the Company was in compliance with
all  other  financial  covenants,  except that the Company was not in compliance
with  the  financial  covenant that the Company's tangible net worth be at least
$10.5  million.  As  a consequence, the Company was in default under its line of
credit  with  United  National  Bank.  The  Company  was  in compliance with all
financial  covenants  at  December  31,  2003.  Cash of $397,304 (unaudited) and
$2,085,664  at  September  30,  2004  and  December  31, 2003, respectively, was
restricted  to  pay down any outstanding balance on the Company's line of credit
with  United  National  Bank.

The  new  line  of  credit was initially used to pay off the outstanding balance
with  ChinaTrust  Bank  (USA) as of September 2, 2003, which was $3,379,827. The
outstanding  balance  with  United  National  Bank  as of September 30, 2004 was
$5,922,675  (unaudited). The amount available to the Company for borrowing as of
September  30,  2004  was  $77,325  (unaudited).

NOTE  6  -  TRADE  CREDIT  FACILITIES  WITH  RELATED  PARTIES

In January 2003, the Company entered into a trade credit facility with a related
party,  whereby  the related party has agreed to purchase inventory on behalf of
the  Company.  The agreement allows the Company to purchase up to $10.0 million,
with  payment  terms  of 120 days following the date of invoice. The third party
will  charge  the  Company  a 5% handling fee on the supplier's unit price. A 2%
discount  to  the handling fee will be applied if the Company reaches an average
running  monthly  purchasing  volume  of  $750,000. Returns made by the Company,
which  are agreed to by the supplier, will result in a credit to the Company for
the  handling  charge.  As security for the trade facility, the Company paid the
related  party  a  security deposit of $1.5 million, all of which may be applied
against  outstanding  accounts payable to the related party after six months. As
of  September  30,  2004  (unaudited)  and  December 31, 2003, $750,000 had been
applied against outstanding accounts payable to the related party. The remaining
$750,000 deposit has been offset against Accounts Payable-Related Parties in the
accompanying financial statements. The agreement is for 12 months. At the end of
the  12-month  period,  either  party  may terminate the agreement upon 30 days'
written  notice; otherwise, the agreement will remain continuously valid without
effecting a newly signed agreement. Both parties have the right to terminate the
agreement  one  year  following  the inception date by giving the other party 30
days'  prior  written  notice  of  termination.  During  the  nine  months ended
September  30, 2004, the Company purchased $2.5 million (unaudited) of inventory
under  this  arrangement.  As  of  September  30,  2004,  there  were $1,237,076
(unaudited)  in  trade  payables  net  of the $750,000 deposit still outstanding
under  this  arrangement.

In  February  2003,  the Company entered into an agreement with a related party,
whereby  the related party agreed to supply and store at the Company's warehouse
up  to  $10.0  million of inventory on a consignment basis. Under the agreement,
the  Company  will  insure  the  consignment  inventory,  store  the consignment
inventory  for  no  charge, and furnish the related party with weekly statements
indicating  all products received and sold and the current consignment inventory
level.  The  agreement  may  be  terminated by either party with 60 days written
notice. In addition, this agreement provides for a trade line of credit of up to
$10.0  million  with  payment terms of net 60 days, non-interest bearing. During
the  nine  months  ended September 30, 2004, the Company purchased $10.9 million
(unaudited)  of  inventory  under  this  arrangement.  As of September 30, 2004,
there  were  $1,392,977  (unaudited)  in  trade  payables outstanding under this
arrangement.


                                       10
<PAGE>

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES

LEASES

The  Company  leases  its  facilities and certain equipment under non-cancelable
operating  lease  agreements  that  expire  through  August  2006.

The  Company  previously  leased  its  facilities from a related party that was,
through  March  2003,  under  the control of an officer of the Company. In March
2003,  in connection with the settlement of the Vakili lawsuit (see Litigation),
an officer of the Company relinquished control to the Vakilis of the entity that
owned the warehouse and office space that was being leased by the Company. Under
the terms of the settlement agreement, the lease dated April 1, 2000, as amended
on  June  1, 2000 and which originally expired in March 2010, was terminated and
replaced  with  a  new lease. The new lease required monthly payments of $28,687
and  expired  on September 30, 2003. The Company moved to its current facilities
in  September  2003.

Rent  expense  was  $274,725  (unaudited)  and $332,024 (unaudited) for the nine
months  ended  September  30,  2004  and  2003, respectively, and is included in
general  and  administrative  expenses in the accompanying statements of income.

SERVICE  AGREEMENTS

Periodically, the Company enters into various agreements for services including,
but  not  limited  to, public relations, financial consulting, and manufacturing
consulting.  The  agreements  generally  are ongoing until such time as they are
terminated.  Compensation  for  services  is  paid  on  a fixed monthly rate, as
specified,  and  may  be payable in shares of the Company's common stock. During
the nine months ended September 30, 2004 and 2003, the Company incurred expenses
of  $313,222  (unaudited)  and $238,301 (unaudited), respectively, in connection
with  such  arrangements.  These  expenses  are  included  in  general  and
administrative  expenses  in  the  accompanying  statements  of  operations.

EMPLOYMENT CONTRACT

The  Company  entered  into  an employment agreement with one of its officers on
October  15,  2002,  which  expires on October 15, 2007. The agreement, which is
effective  as  of  January 1, 2002, calls for an initial salary of $198,500, and
provides for certain expense allowances. In addition, the agreement provides for
a  quarterly  bonus  equal  to 7% of the Company's quarterly net income. For the
nine  months  ended  September  30,  2004  and  2003,  bonuses  totaling $60,702
(unaudited)  and $14,649 (unaudited), respectively, were paid under the terms of
this  agreement.  As  of  September  30, 2004 and December 31, 2003, the accrued
bonuses  were  $0  (unaudited)  and  $0,  respectively.

RETAIL  AGREEMENTS

In  connection with certain retail agreements, the Company has agreed to pay for
certain  marketing  development  and  advertising  costs  on  an  ongoing basis.
Marketing  development  and  advertising  costs are generally agreed upon at the
time  of  the  promotional  event.  The  Company  also  records  a liability for
cooperative  marketing based on management's evaluation of historical experience
and  current industry and Company trends. During the nine months ended September
30,  2004  and  2003, the Company incurred $1,176,619 (unaudited) and $2,045,470
(unaudited),  respectively,  related  to  these  agreements.  These  amounts are
netted  against  sales  revenue  in  the  accompanying  statements  of  income.

CONSULTING  AGREEMENT

On  March  9,  2004,  the Company entered into a consulting agreement for public
investor  relations  services.  The  agreement  is  on a month-to-month basis at
$2,500  per  month.  In addition, the consultant was issued warrants to purchase
20,000  shares  of  common stock, consisting of 10,000 warrants with an exercise
price of $4.00 and 10,000 warrants with an exercise price of $6.00. The warrants
vested  immediately  and  expire  eighteen  months  from  issuance.


                                       11
<PAGE>

LITIGATION

On August 2, 2001, Mark and Mitra Vakili filed a complaint in the Superior Court
of the State of California for the County of Orange against Tony Shahbaz, the
Company's Chairman, President, Chief Executive Officer and Secretary. This
complaint was later amended to add Alex Properties and Hi-Val, Inc. as
plaintiffs, and I/OMagic, IOM Holdings, Inc., Steel Su, a director of I/OMagic,
and Meilin Hsu, an officer of Behavior Tech. Computer Corp., as defendants. The
final amended complaint alleged causes of action based upon breach of contract,
fraud, breach of fiduciary duty and negligent misrepresentation and sought
monetary damages and rescission. As a result of successful motions for summary
judgment, I/OMagic, Mr. Su and Ms. Hsu were dismissed as defendants. On February
18, 2003, a jury verdict adverse to the remaining defendants was rendered, and
on or about March 28, 2003, all parties to the action entered into a Settlement
Agreement and Release which settled this action prior to the entry of a final
judgment. As part of the Settlement Agreement and Release, Mr. Shahbaz and Mr.
Su relinquished their interests in Alex Properties and the Vakilis relinquished
66,667 shares of the Company's common stock, of which 13,333 shares were
transferred to a third party designated by the Vakilis. In addition, the Company
agreed to make payments totaling $4.0 million in cash and entered into a new
written lease agreement with Alex Properties relating to the real property in
Santa Ana, California, which the Company physically occupied. On September 30,
2003, pursuant to the terms of the lease agreement, the Company vacated this
real property. During the latter part of 2003 and continuing into the first
quarter of 2004, Mark and Mitra Vakili and Alex Properties alleged that the
Company had improperly caused damage to the Santa Ana facility. On or about
February 15, 2004, all parties to the original Settlement Agreement and Release
executed a First Amendment to Settlement Agreement and Release, releasing all
defendants from all of these new claims conditioned upon the making of the final
$1.0 million payment under the Settlement Agreement and Release by February 17,
2004, rather than on the original due date of March 15, 2004. The Company made
this payment, and a dismissal of the case was filed with the court on March 8,
2004.

On May 30, 2003, I/OMagic and IOM Holdings, Inc. filed a complaint for breach of
contract  and  legal  malpractice  against Lawrence W. Horwitz, Gregory B. Beam,
Horwitz & Beam, Lawrence M. Cron, Horwitz & Cron, Kevin J. Senn and Senn Palumbo
Meulemans,  LLP,  the Company's former attorneys and their respective law firms,
in  the  Superior Court of the State of California for the County of Orange. The
complaint  seeks  damages  of  $15.0  million  arising  out  of  the defendants'
representation  of I/OMagic and IOM Holdings, Inc. in an acquisition transaction
and in a separate arbitration matter. On November 6, 2003, the Company filed its
First Amended Complaint against all defendants. Defendants have responded to the
Company's  First Amended Complaint denying the Company's allegations. Defendants
Lawrence  W.  Horwitz  and  Lawrence  M.  Cron have also filed a Cross-Complaint
against  the  Company  for attorneys' fees in the approximate amount of $79,000.
The  Company has denied their allegations in the Cross-Complaint. As of the date
of  this  report,  discovery has commenced and a trial date has been set in this
action  for January 24, 2005. The outcome of this action is presently uncertain.
However,  the  Company  believes  that  all  of  its  claims  are  meritorious.

On  March  15,  2004,  Magnequench  International,  Inc., or plaintiff, filed an
Amended Complaint for Patent Infringement in the United States District Court of
the  District of Delaware (Civil Action No. 04-135 (GMS)) against, among others,
the  Company, Sony Corp., Acer Inc., Asustek Computer, Inc., Iomega Corporation,
LG Electronics, Inc., Lite-On Technology Corporation and Memorex Products, Inc.,
or  defendants. The complaint seeks to permanently enjoin defendants from, among
other  things,  selling  products  that allegedly infringe one or more claims of
plaintiff's  patents. The complaint also seeks damages of an unspecified amount,
and  treble  damages  based  on  defendants'  alleged  willful  infringement. In
addition,  the  complaint  seeks  reimbursement  of plaintiff's costs as well as
reasonable  attorney's fees, and a recall of all existing products of defendants
that  infringe  one  or  more  claims of plaintiff's patents that are within the
control of defendants or their wholesalers and retailers. Finally, the complaint
seeks  destruction  (or  reconfiguration  to  non-infringing embodiments) of all
existing  products  in  the  possession  of defendants that infringe one or more
claims  of  plaintiff's  patents.  The  Company  has  filed  a  response denying
plaintiff's  claims  and  asserting  defenses  to  plaintiff's  causes of action
alleged  in  the  complaint.  The outcome of this action is presently uncertain.
However,  at  this  time,  the Company does not expect the defense or outcome of
this  action  to  have  a  material  adverse  affect  on its business, financial
condition  or  results  of  operations.

In  addition,  the  Company  is involved in certain legal proceedings and claims
which  arise  in the normal course of business. Management does not believe that
the  outcome  of  these  matters  will  have  a material affect on the Company's
financial  position  or  results  of  operations.

                                       12
<PAGE>

NOTE  8  -  RELATED  PARTY  TRANSACTIONS

During  the  nine  months  ended  September  30, 2004 and 2003, the Company made
purchases  from  related  parties totaling approximately $13,436,147 (unaudited)
and  $22,158,082  (unaudited),  respectively.

During  the nine months ended September 30, 2004 and 2003, the Company had trade
payables  to  related  parties totaling approximately $2,630,053 (unaudited) and
$6,179,351  (unaudited),  respectively.

NOTE  9  -  SUBSEQUENT  EVENTS

Line of credit (unaudited)
--------------------------

On October 27, 2004, United National Bank extended the expiration date of the
asset-based line of credit with the Company from November 1, 2004 to December 1,
2004.

NOTE  10  -  RESTATEMENT  OF  STOCK  OPTIONS

In  January 2000, the Company granted an aggregate of 134,167 stock options (the
"2000  Options")  under  the  Company's  1997  Incentive and Non-Statutory Stock
Option  Plan  (the  "1997  Plan") and the 1998 Incentive and Non-Statutory Stock
Option  Plan  (the  "1998  Plan").  On  March  21,  2000, the Company's board of
directors  approved,  upon  advice  of prior legal counsel, the extension of the
termination date for each of the 1997 Plan and 1998 Plan to December 31, 2000 in
order  to  cover  the grant of the 2000 Options that were intended to be made on
January  2000. The original termination date for the 1997 Plan and 1998 Plan was
December  31,  1997  and  December  31,  1998,  respectively.  The  notes to the
Company's  consolidated  financial statements dated March 31, 2004, contained in
the  Company's  quarterly  report  on  Form  10-Q  filed with the Securities and
Exchange  Commission  on  May 18, 2004, reflected the grant of the 2000 Options.

On  June 27, 2004, the Company was advised by its current legal counsel that the
Company did not have the authority to grant the 2000 Options under the 1997 Plan
and  1998  Plan  because  the  board  of directors did not have the authority to
extend  the  termination date of either the 1997 Plan or the 1998 Plan after the
date  each of these plans had expired pursuant to their original terms. The 1997
Plan  and  the  1998 Plan terminated pursuant to their own terms on December 31,
1997  and  December  31,  1998, respectively. As a result, the 2000 Options were
never  granted  by the Company and have never been outstanding. The notes to the
Company's  consolidated  financial  statements  dated  March  31, 2004 have been
restated  to  reflect  the  foregoing.


                                       13
<PAGE>

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

     The following discussion should be read in conjunction with our
consolidated audited financial statements and the related notes and the other
financial information included elsewhere in this report. This discussion
contains forward-looking statements regarding the data storage and digital
entertainment industries and our expectations regarding our future performance,
liquidity and capital resources. Our actual results could differ materially from
those expressed in these forward-looking statements as a result of any number of
factors, including those set forth under "Risk Factors" and under other captions
contained elsewhere in this report.

OVERVIEW

     We are a leading provider of optical data storage products. We also sell
digital entertainment products. Our data storage products consist of a range of
products that store traditional PC data as well as music, photos, movies, games
and other multi-media content. These products are designed principally for
general data storage purposes. Our digital entertainment products consist of a
range of products that focus on digital music, photos and movies. These products
are designed principally for entertainment purposes.

     We sell our products through computer, consumer electronics and office
supply superstores and other retailers in over 8,000 retail locations throughout
North America. Our network of retailers enables us to offer products to
consumers across North America, including every major metropolitan market in the
United States. Over the last three years, our largest retailers have included
Best Buy, Circuit City, CompUSA, Office Depot, OfficeMax and Staples. We employ
a three-brand approach to differentiate products among various sales channels
and price points. Our three brands are I/OMagic , Digital Research Technologies
and Hi-Val .

     Prior to 2003, we also emphasized the sale of other PC-related and consumer
electronics products, including media, computer keyboards and mice, cameras,
audio and graphic cards and flat panel television monitors. During the latter
part of 2002 and the early part of 2003, we made a strategic decision to
de-emphasize these additional product offerings in order to focus our management
and financial resources on the manufacture and sale of our data storage and
digital entertainment products, especially the manufacture and sale of
dual-format DVD recordable drives that we introduced in July 2003. Because of
our planned introduction of these devices in the third quarter of 2003, we
reduced our promotional activities, such as rebates and point-of-sale discounts,
for our CD-based products. This reduction in promotional activities, combined
with our transition out of certain product offerings and other factors discussed
below, resulted in a 25.5% decline in net sales for 2003 as compared to 2002.

     Despite this significant reduction in net sales for 2003 as compared to
2002, we reduced our net loss from $8.3 million in 2002 to $265,000 in 2003. We
believe that this significant improvement in our operating results is due, in
large part, to the following factors:

-     Settlement  of  significant  litigation.  During  2003,  we  settled  a
significant  litigation  matter.  This  settlement  required us to record a $5.2
million  expense  in  2002,  which  contributed significantly to our net loss in
2002.

-     Focus  on  smaller number of product offerings. Our decision to reduce the
number  of product offerings in order to focus our attention on our data storage
and  digital entertainment products has eliminated or reduced certain low profit
product  offerings.

-     Less  costly  shipment  of  goods  from  vendors. Some of our vendors have
agreed  to  absorb a portion of their freight charges, which reduced our overall
freight  costs.

                                       14
<PAGE>

-     Elimination  of  accelerated  leasehold  amortization.  During  2003,  we
accelerated  the  amortization of our prior corporate headquarters and warehouse
facility  because we relocated during the latter part of 2003.  The amortization
of  new  leasehold  improvements  during  2004  is  expected  to be under normal
life-of-lease  policy  amortized  over  the  term  of  our  lease.

-     More efficient management reporting. We expanded our review and management
of  operating  expenses  in  order  to  reduce costs. In doing so, we instituted
improved  financial  controls  and procedures to better monitor personnel, legal
and accounting costs. We spent more time and effort tracking consigned inventory
that  resides  at  our  retailers.  In  doing  so, we believe that we can better
control  overstocking of our products, which in turn allows us to better control
price  reductions  and  marketing  programs in our efforts to sell inventory. We
also  spent  additional  time and effort in managing the shipment of products to
our  retailers to ensure that deliveries to these retailers were made on time in
order  to  avoid  penalties  which  many  retailers  assess  on  late shipments.

     The $21.3 million decline in net sales during 2003 from 2002, as noted
above, occurred during a period of more rapidly declining net losses. This
decline in net sales was primarily the result of our mutual agreement with
OfficeMax to discontinue sales between April and October 2003 because we did not
want to offer rebates and sales incentives as heavily as OfficeMax believed was
necessary. Although we resumed sales of our dual-format DVD recordable drives to
OfficeMax in November and December 2003, we experienced disagreements with
OfficeMax relating to amounts we believed we were owed and deductions claimed by
OfficeMax and, as a result, discontinued sales in January 2004. We continue to
negotiate with OfficeMax to resume sales in 2004, but there can be no assurance
that sales to OfficeMax will resume.

     We increased our net income 22.9% to $257,000 in the first quarter of 2004
from $209,000 in the first quarter of 2003, despite an 8.2% decline in net sales
to $15.7 million in the first quarter of 2004 from $17.1 million in the first
quarter of 2003. Our net loss increased 23.1% to $1.6 million in the second
quarter of 2004 from $1.3 million in the second quarter of 2003. This increase
in net loss primarily resulted from a 43.8% decline in net sales to $7.2 million
in the second quarter of 2004 from $12.8 million in the second quarter of 2003.
Our net loss increased 1,188% to $2.1 million in the third quarter of 2004 from
$193,000 of net income in the third quarter of 2003. This increase in net loss
from net income primarily resulted from a 38.5% decline in net sales to $8.3
million in the third quarter of 2004 from $13.5 million in the third quarter of
2003. Our net loss increased 300% to $3.5 million for the first nine months of
2004 from $875,000 for the first nine months of 2003. This increase in net loss
primarily resulted from a 28.6% decline in net sales to $30.9 million in the
first nine months of 2004 from $43.3 million in the first nine months of 2003.

     We believe that the significant decline in our net sales during the third
quarter of 2004, and accordingly during the first nine months of 2004, resulted
in part from very short product life-cycles that led consumers to delay
purchases in anticipation of products incorporating faster drive speeds, which
allow users to more quickly store and access data. During 2004, DVD drives of
increasing speeds were introduced into the marketplace in very rapid succession.
However, during this time, we expected our DVD-based products to experience
longer product life-cycles similar in duration to the life-cycles of our
CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.

     We also believe that the significant decline in our net sales during the
third quarter of 2004, and accordingly during the first nine months of 2004,
resulted in part from consumers deciding to delay their purchases of DVD drives
in anticipation of rapid product obsolescence resulting from expected future


                                       15
<PAGE>

product offerings incorporating new technologies. In particular, we believe that
consumers delayed their purchases of single-layer DVD drives in anticipation of
the imminent availability of double-layer DVD drives which can increase storage
capacity to up to twice the capacity of single-layer DVD drives, depending on a
user's operating system and other factors. We expected that double-layer DVD
drives would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology. We began selling our double-layer DVD
drives at the end of the third quarter of 2004.

     Another factor contributing significantly to the decline in our net sales
during the third quarter of 2004 and for the first nine months of 2004, as
compared to the same periods in 2003, was the continued and expanded operation
of private label programs by Best Buy. Our sales to Best Buy, who was our
largest retailer during 2003, 2002 and 2001, declined in the first nine months
of 2004 to $4.9 million, representing a decrease of 64% from $13.7 million in
the first nine months of 2003. We believe that this decrease reflects, at least
in part, Best Buy's increased sales of private label products that compete with
products that we sell. Although we expect this decline in sales to Best Buy to
continue in subsequent reporting periods as a result of continued private label
programs, management intends to use its best efforts to insure that we retain
Best Buy as one of our major retailers. Management is currently in discussions
with Best Buy regarding the sale of other products not currently sold to, or
private-labeled by, Best Buy. However, there can be no assurance that we will be
successful in selling any of these products, or any products at all, to Best
Buy. If our sales to Best Buy continue to decline, our business and results of
operations will continue to be materially and adversely affected.

     Our business focus is predominantly on DVD-based products. DVD-based
products generally yield higher average selling prices and higher gross margins
than CD-based products. We expect market demand for data storage products to
continue to shift from CD- to DVD-based products. We expect that the very short
product life-cycles of DVD-based products we experienced in 2004, as compared to
other data storage products that we have offered for sale in the past, including
our CD-based products, will lengthen following the introduction of double-layer
DVD drives; however, there can be no assurance that product life-cycles will
lengthen or that consumers will not continue to delay purchases in anticipation
of products incorporating faster data storage and access speeds or new
technologies, or both. Our business focus and the majority of the data storage
products that we sell, in both absolute terms and as a percentage of our net
sales, currently reflect our expectations regarding the continued shift in
market demand from CD- to DVD-based products. As noted above, we began selling
our double-layer DVD drives at the end of the third quarter of 2004.

     One of our core strategies is to be among the first-to-market with new and
enhanced product offerings based on established technologies. We expect to apply
this strategy, as we have done in the contexts of CD- and DVD-based
technologies, to next-generation super-high capacity optical data storage
devices using technology such as Blu-ray DVD or High-definition DVD. This
strategy extends not only to new products, but also to enhancements of existing
products. We believe that by employing this strategy, we will be able to
maintain relatively high average selling prices and margins and avoid relying on
the highly competitive market of last-generation and older devices.

     In addition to CD- and DVD-based products, we sell a line of GigaBank data
storage products, which are compact and portable external hard drives with a
built-in USB connector. We expect to broaden our range of data storage products
by expanding the GigaBank product line and by offering other compact and
portable storage devices and we anticipate that sales of these devices will
increase as a percentage of our total net sales over the next twelve months.


                                       16
<PAGE>

     Our business faces the significant risk that certain of our retailers will
implement a private label or direct import program, or expand their existing
programs, especially for higher margin products. Our retailers may believe that
higher profit margins can be achieved if they implement a direct import or
private label program, excluding us from the sales channel. For example, as
noted above, our sales to Best Buy, who was our largest retailer during 2003,
2002 and 2001, declined in the first nine months of 2004 to $4.9 million,
representing a decrease of 64% from $13.7 million in the first nine months of
2003. We believe that this decrease reflects, at least in part, Best Buy's
increased sales of private label products that compete with products that we
sell. Our challenge will be to deliver products and provide service to our
retailers in a manner and at a level that makes private label or direct
importation of products less attractive to our retailers, while maintaining
product margins at levels sufficient to allow for profitability that meets or
exceeds our goals.

Operating  Performance  and  Financial  Condition

     We focus on numerous factors in evaluating our operating performance and
our financial condition. In particular, in evaluating our operating performance,
we focus primarily on net sales, net product margins, net retailer margins,
rebates and sales incentives, and inventory turnover as well as operating
expenses and net income.

     Net sales. Net sales is a key indicator of our operating performance. We
closely monitor overall net sales, as well as net sales to individual retailers,
and seek to increase net sales by expanding sales to additional retailers and
expanding sales to existing retailers both by increasing sales of existing
products and introducing new products. Management monitors net sales on a weekly
basis, but also considers sales seasonality, promotional programs and product
life-cycles in evaluating weekly sales performance. As net sales increase or
decrease from period to period, it is critical for management to understand and
react to the various causes of these fluctuations, such as successes or failures
of particular products, promotional programs, product pricing, retailer
decisions, seasonality and other causes. Where possible, management attempts to
anticipate potential changes in net sales and seeks to prevent adverse changes
and stimulate positive changes by addressing the expected causes of adverse and
positive changes. We believe that our good working relationships with our
retailers enable us to monitor closely consumer acceptance of particular
products and promotional programs which in turn enable us to better anticipate
changes in market conditions.

     Net product margins. Net product margins, from product-to-product and
across all of our products as a whole, is an important measurement of our
operating performance. We monitor margins on a product-by-product basis to
ascertain whether particular products are profitable or should be phased out as
unprofitable products. In evaluating particular levels of product margins on a
product-by-product basis, we focus on attaining a level of net product margin
sufficient to contribute to normal operating expenses and to provide a profit.
The level of acceptable net product margin for a particular product depends on
our expected product sales mix. However, we occasionally sell products for
certain strategic reasons to, for example, complete a product line or for
promotional purposes, without a rigid focus on historical product margins or
contribution to operating expenses or profitability.

     Net retailer margins. We seek to manage profitability on a retailer level,
not solely on a product level. Although we focus on net product margins on a
product-by-product basis and across all of our products as a whole, our primary
focus is on attaining and building profitability on a retailer-by-retailer
level. For this reason, our mix of products is likely to differ among our
various retailers. These differences result from a number of factors, including
retailer-to-retailer differences, products offered for sale and promotional
programs.


                                       17
<PAGE>

     Rebates and sales incentives. Rebates and sales incentives offered to
customers and retailers are an important aspect of our business and are
instrumental in obtaining and maintaining market leadership through competitive
pricing in generating sales on a regular basis as well as stimulating sales of
slow-moving products. We focus on rebates and sales incentives costs as a
proportion of our total net sales to ensure that we meet our expectations of the
costs of these programs and to understand how these programs contribute to our
profitability or result in unexpected losses.

     Inventory turnover. Our products' life-cycles typically range from 3-12
months, generating lower average selling prices as the cycles mature. We attempt
to keep our inventory levels at amounts adequate to meet our retailers' needs
while minimizing the danger of rapidly declining average selling prices and
inventory financing costs. By focusing on inventory turnover levels, we seek to
identify slow-moving products and take appropriate actions such as
implementation of rebates and sales incentives to increase inventory turnover.

     Our use of a consignment sales model with certain retailers results in
increased amounts of inventory that we must carry and finance. Our use of a
consignment sales model results in greater exposure to the danger of declining
average selling prices, however our consignment sales model allows us to more
quickly and efficiently implement promotional programs and pricing adjustments
to sell off slow-moving inventory and prevent further price erosion.

     Our targeted inventory turnover levels for our combined sales models is 6
to 8 weeks of inventory, which equates to an annual inventory turnover level of
approximately 6.5 to 8.5. For the first nine months of 2004, our annualized
inventory turnover level was 6.9 as compared to 6.2 for the first nine months of
2003, representing a period-to-period increase of 11% primarily as a result of a
35% decrease in inventory offset by a 29% decrease in net sales. For 2003, our
inventory turnover level was 6.4 as compared to 9.4 for 2002, representing a
period-to-period decrease of 32% primarily as a result of a 9% increase in
inventory and a 26% decrease in net sales. For 2002, our inventory turnover
level was 9.4 as compared to 5.6 for 2001, representing a period-to-period
increase of 68% primarily due to a reduction of inventory acquired in connection
with our acquisition of IOM Holdings, Inc. and a 23% increase in net sales.

     Operating expenses. We focus on operating expenses to keep these expenses
within budgeted amounts in order to achieve or exceed our targeted
profitability. We budget certain of our operating expenses in proportion to our
projected net sales, including operating expenses relating to production,
shipping, technical support, and inside and outside commissions and bonuses.
However, most of our expenses relating to general and administrative costs,
product design and sales personnel are essentially fixed over large sales
ranges. Deviations that result in operating expenses in greater proportion than
budgeted signal to management that it must ascertain the reasons for the
unexpected increase and take appropriate action to bring operating expenses back
into the budgeted proportion.

     Net income. Net income is the ultimate goal of our business. By managing
the above factors, among others, and monitoring our actual results of
operations, our goal is to generate net income at levels that meet or exceed our
targets.

     In evaluating our financial condition, we focus primarily on cash on hand,
available trade lines of credit, available bank line of credit, anticipated
near-term cash receipts, and accounts receivable as compared to accounts
payable. Cash on hand, together with our other sources of liquidity, is critical
to funding our day-to-day operations. Funds available under our line of credit
with United National Bank are also an important source of liquidity and a
measure of our financial condition. We use our line of credit on a regular basis
as a standard cash management procedure to purchase inventory and to fund our
day-to-day operations without interruption during periods of slow collection of
accounts receivable. Anticipated near-term cash receipts are also regarded as a


                                       18
<PAGE>

short-term source of liquidity, but are not regarded as immediately available
for use until receipt of funds actually occurs.

     The proportion of our accounts receivable to our accounts payable and the
expected maturity of these balance sheet items is an important measure of our
financial condition. We attempt to manage our accounts receivable and accounts
payable to focus on cash flows in order to generate cash sufficient to fund our
day-to-day operations and satisfy our liabilities. Typically, we prefer that
accounts receivable are matched in duration to, or collected earlier than,
accounts payable. If accounts payable are either out of proportion to, or due
far in advance of, the expected collection of accounts receivable, we will
likely have to use our cash on hand or our line of credit to satisfy our
accounts payable obligations, without relying on additional cash receipts, which
will reduce our ability to purchase and sell inventory and may impact our
ability, at least in the short-term, to fund other parts of our business.

     Sales Models

     We employ three primary sales models:  a standard terms sales model, a
consignment sales model and a special terms sales model. We generally use one of
these three primary sales models, or some combination of these sales models,
with each of our retailers.

     Standard Terms

     Currently, the majority of our net sales are on a terms basis. Under our
standard terms sales model, a retailer is obligated to pay us for products sold
to it within a specified number of days from the date of sale of products to the
retailer.  Our standard terms are typically net 60 days. We typically collect
payment from a retailer within 60 to 75 days following the sale of products to a
retailer.

     Consignment

     Under our consignment sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days following our notification
by the retailer of the resale of those products. Retailers notify us of their
resale of consigned products by delivering weekly or monthly sell-through
reports. A sell-through report discloses sales of products sold in the prior
period covered by the report - that is, a weekly or monthly sell-through report
covers sales of consigned products in the prior week or month, respectively. The
period for payment to us by retailers relating to their sale of consigned
products corresponding to these sell-through reports varies from retailer to
retailer. For sell-through reports generated weekly, we typically collect
payment from a retailer within 30 days of the receipt of those reports. For
sell-through reports generated monthly, we typically collect payment from a
retailer within 15 days of the receipt of those reports. Products held by a
retailer under our consignment sales model are recorded as our inventory at
offsite locations until their resale by the retailer.

     Consignment sales represented a growing percentage of our net sales from
2001 through 2003. However, during the first nine months of 2004 our consignment
sales model accounted for 28.7% of our total net sales as compared to 36.7% of
our total net sales in the first nine months of 2003, representing a 21.8%
decrease, primarily as a result of consigning fewer products to Best Buy, which
is our largest consignment retailer. During 2003 our consignment sales model
accounted for 35.7% of our total net sales as compared to 31.5% of our total net
sales in 2002, representing a 13.3% increase. During 2002 our consignment sales
model accounted for 31.5% of our total net sales as compared to 14% of our total
net sales in 2001, representing a 125% increase. Although consignment sales
declined as a percentage of our net sales in the first nine months of 2004, it
is not yet clear whether consignment sales as a percentage of our total net
sales will continue to decline or resume growing.


                                       19
<PAGE>

     During 2001, 2002 and 2003, we increased the use of our consignment sales
model based in part on the preferences of some of our retailers. Our retailers
often prefer the benefits resulting from our consignment sales model over our
standard terms sales model. These benefits include payment by a retailer only in
the event of resale of a consigned product, resulting in less risk borne by the
retailer of price erosion due to competition and technological obsolescence.
Deferring payment until following the sale of a consigned product also enables a
retailer to avoid having to finance the purchase of that product by using cash
on hand or by borrowing funds and incurring borrowing costs. In addition,
retailers also often operate under budgetary constraints on purchases of certain
products or product categories. As a result of these budgetary constraints, the
purchase by a retailer of certain products typically will cause reduced
purchasing power for other products. Products consigned to a retailer ordinarily
fall outside of these budgetary constraints and do not cause reduced purchasing
power for other products. As a result of these benefits, we believe that we are
able to sell more products by using our consignment sales model than by using
only our standard terms sales model.

     Managing an appropriate level of consignment sales is an important
challenge. As noted above, the payment period for products sold on consignment
is based on the day consigned products are resold by a retailer, and the payment
period for products sold on a standard terms basis is based on the day the
product is sold initially to the retailer, independent of the date of resale of
the product. Accordingly, we generally prefer that higher-turnover inventory is
sold on a consignment basis while lower-turnover inventory is sold on a
traditional terms basis. Management focuses closely on consignment sales to
manage our cash flow to maximize liquidity as well as net sales. Close attention
is directed toward our inventory turnover levels to ensure that they are
sufficiently frequent to maintain appropriate liquidity. Our consignment sales
model enables us to have more pricing control over inventory sold through our
retailers as compared to our standard terms sales model. If we identify a
decline in inventory turnover levels for products in our consignment sales
channels, we can implement price modifications more quickly and efficiently as
compared to the implementation of sales incentives in connection with our
standard terms sales model. This affords us more flexibility to take action to
attain our targeted inventory turnover levels.

     We retain most risks of ownership of products in our consignment sales
channels. These products remain our inventory until their resale by our
retailers. The turnover frequency of our inventory on consignment is critical to
generating regular cash flow in amounts necessary to keep financing costs to
targeted levels and to purchase additional inventory. If this inventory turnover
is not sufficiently frequent, our financing costs may exceed targeted levels and
we may be unable to generate regular cash flow in amounts necessary to purchase
additional inventory to meet the demand for other products. In addition, as a
result of our products' short life-cycles, which generate lower average selling
prices as the cycles mature, low inventory turnover levels may force us to
reduce prices and accept lower margins to sell consigned products. If we fail to
select high turnover products for our consignment sales channels, our sales,
profitability and financial resources may decline.

     Special Terms

     We occasionally employ a special terms sales model.  Under our special
terms sales model, the payment terms for the purchase of our products are
negotiated on a case-by-case basis and typically cover a specified quantity of a
particular product. We ordinarily do not offer any rights of return or rebates
for products sold under our special terms sales model. Our payment terms are
ordinarily shorter under our special terms sales model than under our standard
terms or consignment sales models and we typically require payment in advance,
at the time of sale, or shortly following the sale of products to a retailer.


                                       20
<PAGE>

RETAILERS

     Historically, a limited number of retailers have accounted for a
significant percentage of our net sales. During 2003, 2002 and 2001, and during
the first nine months of 2004, our six largest retailers accounted for
approximately 78%, 88% and 92%, and 83%, respectively, of our total net sales.
We expect that sales of our products to a limited number of retailers will
continue to account for a majority of our sales in the foreseeable future. We do
not have long-term purchase agreements with any of our retailers. If we were to
lose any of our major retailers or experience any material reduction in orders
from any of them, and were unable to replace our sales to those retailers, it
could have a material adverse effect on our business and results of operations.

SEASONALITY

     Our data storage and digital entertainment products have historically been
affected by seasonal purchasing patterns. The seasonality of our sales is in
direct correlation to the seasonality experienced by our retailers and the
seasonality of the consumer electronics industry. After adjusting for the
addition of new retailers, our fourth quarter has historically generated the
strongest sales, which correlates to well-established consumer buying patterns
during the Thanksgiving through Christmas holiday season. Our first and third
quarters have historically shown some strength from time to time based on
post-holiday season sales in the first quarter and back-to-school sales in the
third quarter. Our second quarter has historically been our weakest quarter for
sales, again following well-established consumer buying patterns. The impact of
seasonality on our future results will be affected by our product mix, which
will vary from quarter to quarter.

PRICING PRESSURES

     We face downward pricing pressures within our industry that arise from a
number of factors. The products we sell are subject to rapid technological
change and obsolescence. Companies within the data storage and digital
entertainment industries are continuously developing new products with
heightened performance and functionality. This puts downward pricing pressures
on existing products and constantly threatens to make them, or causes them to
be, obsolete. Our typical product life-cycle is extremely short and ranges from
only three to twelve months, generating lower average selling prices as the
cycle matures.

     In addition, the data storage and digital entertainment industries are
extremely competitive. Numerous large competitors such as Hewlett-Packard, Sony,
TDK and other competitors such as Lite-On, Memorex, Philips Electronics, Samsung
Electronics and Toshiba compete with us in the data storage industry. Numerous
large competitors such as Apple Computer, Bose and Sony and other competitors
such as Creative Technology and Rio Audio compete with us in the digital
entertainment industry. Intense competition within our industry exerts downward
pricing pressures on products that we offer. Also, one of our core strategies is
to offer our products as affordable alternatives to higher-priced products
offered by our larger competitors. The effective execution of this business
strategy results in downward pricing pressure on products that we offer because
our products must appeal to consumers partially based on their attractive prices
relative to products offered by our large competitors. As a result, we are
unable to rely as heavily on other non-price factors such as brand recognition
and must consistently maintain lower prices.

     Finally, the actions of our retailers often exert downward pricing
pressures on products that we offer. Our retailers pressure us to offer products
to them at attractive prices. In doing this, we do not believe that the overall
goal of our retailers is to increase their margins on these products. Instead,
we believe that our retailers pressure us to offer products to them at
attractive prices in order to increase sales volume and consumer traffic, as
well as to compete more effectively with other retailers of similar products.
Additional downward pricing pressure also results from the continuing threat


                                       21
<PAGE>

that our retailers may begin to directly import or private-label products that
are identical or very similar to our products. Our pricing decisions with regard
to certain products are influenced by the ability of retailers to directly
import or private-label identical or similar products. Therefore, we constantly
seek to maintain prices that are highly attractive to our retailers and that
offer less incentive to our retailers to commence or maintain direct import or
private-label programs.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our discussion and analysis of our financial condition and results of
operations are based upon our 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 us to make
estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of net sales and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are the most important to
the portrayal of our financial condition and results of operations and that
require management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effects of matters that are
inherently uncertain.

     Revenue Recognition

     We recognize revenue under three primary sales models:  a standard terms
sales model, a consignment sales model and a special terms sales model.  We
generally use one of these three primary sales models, or some combination of
these sales models, with each of our retailers.

     Standard Terms

     Under our standard terms sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days from the date that title
to the products is transferred to the retailer.  Our standard terms are
typically net 60 days from the transfer of title to the products to a retailer.
We typically collect payment from a retailer within 60 to 75 days from the
transfer of title to the products to a retailer. Transfer of title occurs and
risk of ownership passes to a retailer at the time of shipment or delivery,
depending on the terms of our agreement with a particular retailer. The sale
price of our products is substantially fixed or determinable at the date of sale
based on purchase orders generated by a retailer and accepted by us.  A
retailer's obligation to pay us for products sold to it under our standard terms
sales model is not contingent upon the resale of those products. We recognize
revenue for standard terms sales at the time title to products is transferred to
a retailer.

     Consignment

     Under our consignment sales model, a retailer is obligated to pay us for
products sold to it within a specified number of days following our notification
by the retailer of the resale of those products. Retailers notify us of their
resale of consigned products by delivering weekly or monthly sell-through
reports. A sell-through report discloses sales of products sold in the prior
period covered by the report - that is, a weekly or monthly sell-through report
covers sales of consigned products in the prior week or month, respectively. The
period for payment to us by retailers relating to their resale of consigned
products corresponding to these sell-through reports varies from retailer to
retailer. For sell-through reports generated weekly, we typically collect
payment from a retailer within 30 days of the receipt of those reports. For
sell-through reports generated monthly, we typically collect payment from a
retailer within 15 days of the receipt of those reports. At the time of a
retailer's resale of a product, title is transferred directly to the consumer.
Risk of theft or damage of a product, however, passes to a retailer upon
delivery of that product to the retailer. The sale price of our products is
substantially fixed or determinable at the date of sale based on a product


                                       22
<PAGE>

sell-through report generated by a retailer and delivered to us.  Except in the
case of theft or damage, a retailer's obligation to pay us for products
transferred under our consignment sales model is entirely contingent upon the
resale of those products. Products held by a retailer under our consignment
sales model are recorded as our inventory at offsite locations until their
resale by the retailer. Because we retain title to products in our consignment
sales channels until their resale by a retailer, revenue is not recognized until
the time of resale. Accordingly, price modifications to inventory maintained in
our consignment sales channels do not have an effect on the timing of revenue
recognition. We recognize revenue for consignment sales in the period during
which resale occurs.

     Special Terms

     Under our special terms sales model, the payment terms for the purchase of
our products are negotiated on a case-by-case basis and typically cover a
specified quantity of a particular product. The result of our negotiations is a
special agreement with a retailer that defines how and when transfer of title
occurs and risk of ownership shifts to the retailer. We ordinarily do not offer
any rights of return or rebates for products sold under our special terms sales
model.  A retailer is obligated to pay us for products sold to it within a
specified number of days from the date that title to the products is transferred
to the retailer, or as otherwise agreed to by us.  Our payment terms are
ordinarily shorter under our special terms sales model than under our standard
terms or consignment sales models and we typically require payment in advance,
at the time of transfer of title to the products or shortly following the
transfer of title to the products to a retailer.  Transfer of title occurs and
risk of ownership passes to a retailer at the time of shipment, delivery,
receipt of payment or the date of invoice, depending on the terms of our
agreement with the retailer. The sale price of our products is substantially
fixed or determinable at the date of sale based on our agreement with a
retailer.  A retailer's obligation to pay us for products sold to it under our
special terms sales model is not contingent upon the resale of those products.
We recognize revenue for special terms sales at the time title to products is
transferred to a retailer.

    Sales Incentives

     Sales incentive are charged to operations and offset against gross sales in
accordance with Emerging Issues Task Force Issue No. 01-9.  In the first nine
months of 2004, our sales incentives were $2.5 million, or 5.9% of gross sales,
as compared to $1.6 million, or 2.9% of gross sales, in the first nine months of
2003, all of which was offset against gross sales.  These costs increased as a
percentage of our gross sales, especially in the third quarter of 2004,
increasing to 9.5% of our gross sales from 4.8% of our gross sales in the third
quarter of 2003, primarily as a result of instituting sales incentives in order
to lower the quantity of single-layer DVD recordable drives in our retail sales
channels to enable a more rapid transition to sales of double-layer DVD
recordable drives.  In 2003, our sales incentives were $2.4 million, all of
which was offset against gross sales. In 2002, our sales incentives were $5.5
million, all of which was offset against gross sales.  In 2001, our sales
incentives were $2.8 million, all of which was offset against gross sales.


Market  Development  Fund and Cooperative Advertising Costs, Promotion Costs and
Slotting  Fees

     Market development fund and cooperative advertising costs, promotion costs
and slotting fees are charged to operations and offset against gross sales in
accordance with Emerging Issues Task Force Issue No. 01-9. Market development
fund and cooperative advertising costs and promotion costs are each promotional
costs. Slotting fees are fees paid directly to retailers for allocation of
shelf-space in retail locations. In the first nine months of 2004, our market
development fund and cooperative advertising costs, promotion costs and slotting
fees were $5.1 million, or 11.8% of gross sales, all of which was offset against
gross sales, as compared to market development fund and cooperative advertising
costs, promotion costs and slotting fees of $5.6 million, or 10.0% of gross
sales, in the first nine months of 2003, all of which was offset against gross
sales.  These costs and fees increased as a percentage of our gross sales,
especially in the third quarter of 2004, increasing to 12.3% of our gross sales
from 8.0% of our gross sales in the third quarter of 2003, primarily as a result
of instituting marketing promotions in order to lower the quantity of
single-layer DVD recordable drives in our retail sales channels to enable a more
rapid transition to sales of double-layer DVD recordable drives. In 2003, our
market development fund and cooperative advertising costs were $8.4 million, all


                                       23
<PAGE>

of which was offset against gross sales. In 2002, our market development fund
and cooperative advertising costs were $9.3 million, all of which was offset
against gross sales. For the year ended December 31, 2001, our market
development fund and cooperative advertising costs were $13.2 million, all of
which was offset against gross sales.

     Consideration generally given by us to a retailer is presumed to be a
reduction of selling price, and therefore, a reduction of gross sales. However,
if we receive an identifiable benefit that is sufficiently separable from our
sales to that retailer, such that we could have paid an independent company to
receive that benefit and we can reasonably estimate the fair value of that
benefit, then the consideration is characterized as an expense. We estimate the
fair value of the benefits we receive by tracking the advertising done by our
retailers on our behalf and calculating the value of that advertising using a
comparable rate for similar publications.

Inventory  Obsolescence  Allowance

     Our warehouse supervisor, production supervisor and production manager
physically review our warehouse inventory for slow-moving and obsolete products.
All products of a material amount are reviewed quarterly and all products of an
immaterial amount are reviewed annually. We consider products that have not been
sold within six months to be slow-moving. Products that are no longer compatible
with current hardware or software are considered obsolete. The potential for
re-sale of slow-moving and obsolete inventories is considered through market
research, analysis of our retailers' current needs, and assumptions about future
demand and market conditions. The recorded cost of both slow-moving and obsolete
inventories is then reduced to its estimated market value based on current
market pricing for similar products. We utilize the Internet to provide
indications of market value from competitors' pricing, third party inventory
liquidators and auction websites. The recorded costs of our slow-moving and
obsolete products are reduced to current market prices when the recorded costs
exceed those market prices. For the first nine months of 2004 we increased our
inventory reserve and recorded a corresponding increase in cost of goods sold of
$844,000 for inventory for which recorded cost exceeded the current market price
of this inventory on hand. For the first nine months of 2003, we decreased our
inventory reserve and recorded a corresponding decrease in cost of goods sold of
$75,000. For 2003, 2002 and 2001, we increased our inventory reserve and
recorded a corresponding increase in cost of goods sold of $125,000, $2.1
million, and $1.2 million, respectively, for inventory for which recorded cost
exceeded the current market price of this inventory on hand. All adjustments
establish a new cost basis for inventory as we believe such reductions are
permanent declines in the market price of our products. Generally, obsolete
inventory is sold to companies that specialize in the liquidation of these items
while we continue to market slow-moving inventories until they are sold or
become obsolete. As obsolete or slow-moving inventory is sold, we reduce the
reserve by proceeds from the sale of the products. During the first nine months
of 2004 and 2003, we sold inventories previously reserved for and accordingly
reduced the reserve by $244,000 and $647,000, respectively.  During 2003, 2002,
and 2001, we sold inventories previously reserved for and accordingly reduced
the reserve by $667,000, $1.6 million and $2.5 million, respectively. For 2003,
2002 and 2001, gains recorded as a result of sales of obsolete inventory above
the reserved amount were not significant to our results of operations and
accounted for less than 1% of our total net sales. Although we have no specific
statistical data on this matter, we believe that our practices are reasonable
and consistent with those of our industry.


                                       24
<PAGE>

Inventory  Adjustments

     Our warehouse supervisor, production supervisor and production manager
physically review our warehouse inventory for obsolete or damaged
inventory-related items on a monthly basis. Inventory-related items (such as
sleeves, manuals or broken products no longer under warranty from our
subcontract manufacturers) which are considered obsolete or damaged are reviewed
by these personnel together with our Controller or Chief Financial Officer. At
the discretion of our Controller or Chief Financial Officer, these items are
physically disposed of and we make corresponding accounting adjustments
resulting in inventory adjustments. In addition, on a monthly basis, our detail
inventory report and our general ledger are reconciled by our Controller and any
variances result in a corresponding inventory adjustment. Although we have no
specific statistical data on this matter, we believe that our practices are
reasonable and consistent with those of our industry.

Allowance  for  Doubtful  Accounts

     We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our retailers to make required payments. Our current
retailers consist of either large national or regional retailers with good
payment histories with us. Since we have not experienced any previous payment
defaults with any of our current retailers, our allowance for doubtful accounts
is minimal. We perform periodic credit evaluations of our retailers and maintain
allowances for potential credit losses based on management's evaluation of
historical experience and current industry trends. If the financial condition of
our retailers were to deteriorate, resulting in the impairment of their ability
to make payments, additional allowances may be required. New retailers are
evaluated through Dunn & Bradstreet before terms are established. Although we
expect to collect all amounts due, actual collections may differ.

Product  Returns

     We allow our retailers to return defective products to us following a
customary return merchandise authorization process. We utilize historical return
rates to determine our allowance for returns in each period. Sales are adjusted
by the estimated returns while cost of sales are adjusted by the estimated cost
of those sales. Given the seasonality of our business, we expect greater sales
and consequently a greater allowance during our fourth quarter of the fiscal
year. In deriving our allowance for future returns, we consider several factors
to be significant. These factors are relatively predictable based upon
historical return rates. These factors include the amount of time from actual
sale to the product being returned, the estimated return rates, and the
estimated gross margin on the products sold.

     We have a limited 90-day to one year time period for product returns from
end-users; however, our retailers generally have return policies that allow
their customers to return products within only fourteen to thirty days after
purchase. While we believe that most returns occur shortly after purchase, we
use a two-month window in our estimate to cover individuals who take more time
to return product plus the time it takes for the return request to be received
by us. It is our belief that we receive returns for up to 60 days following the
sale of a product. Therefore, the amount of the allowance for sales returns at
the end of a given reporting period is calculated based upon sales during the
two month period ending on the last day of that reporting period. Accordingly,
as of December 31st of any given year, the allowance for sales returns is
calculated based upon sales during the months of November and December of that
year. Not all of the returns from those two months' sales will have been
received and processed as of the end of the reporting period, but rather some of
the returns related to those sales will be received in the two months subsequent
to the end of the reporting period-for example, in January and February for a
reporting period ending on December 31st.


                                       25
<PAGE>

     Because the amount of the allowance for sales returns at the end of a given
reporting period is based solely on the amount of sales generated in the two
month period ending on the last day of that reporting period, there is not
necessarily a close correlation or a causal relationship between the amount of
sales generated during a longer reporting period, such as a full year, and the
amount of the allowance for sale returns recorded at the end of that reporting
period. Therefore, year-over-year increases or declines in sales do not
necessarily result in or cause year-over-year increases or declines in the
amount of the allowance for sales returns recorded at the end of a given
reporting period.

     Our return rate is based upon our past history of actual returns. We
believe that return rates are dependent on our ability to provide technical
support for our products. As we have been selling the same lines of products for
several years, we believe that our technical support staff has developed
knowledge and expertise in solving the end-users' issues which has lead to
diminishing product returns by the end users. In 2002, we reduced our estimated
future return rate from 13.9% to 8.5%. We believe the reduction in historical
product return rates in 2002 was a direct result of improved product
installation manuals and a higher level of technical support. If we encounter
problems with our technical support, either with current products or with new
products we might introduce in the future, then we would need to reconsider this
factor. Our estimated future return rate remained at this level throughout 2003.
In 2004, we increased our estimated future return rate to 11.0% to reflect the
actual return rate in 2003. In the third quarter of 2004, we decreased our
estimated future return rate to 10.4% to reflect the actual return rate for the
trailing twelve months. We believe that our return rates increased in 2003 as a
result of increased difficulty experienced by retail customers in the
installation of our new DVD-RW products.

     Finally, we use an estimate of an average gross margin realized on our
products. This average rate is derived from historical results and estimated
product mix in future years. If we have a significant change in actual gross
margin due to increased costs of current products or the introduction of large
quantities of new products which have a significantly different gross margin,
then we would recalculate the gross margin to be used for estimated future
returns. Although we have no specific statistical data on this matter, we
believe that our practices are reasonable and consistent with those of our
industry.

RESULTS  OF  OPERATIONS

     The tables presented below, which compare our results of operations from
one period to another, present the results for each period, the change in those
results from one period to another in both dollars and percentage change and the
results for each period as a percentage of net sales. The columns present the
following:

-     The  first  two  data  columns in each table show the absolute results for
each  period  presented.

-     The  columns entitled "Dollar Variance" and "Percentage Variance" show the
change  in  results,  both  in  dollars  and percentages. These two columns show
favorable  changes  as  a  positive  and  unfavorable  changes  as negative. For
example, when our net sales increase from one period to the next, that change is
shown  as  a positive number in both columns. Conversely, when expenses increase
from one period to the next, that change is shown as a negative in both columns.

-     The  last  two columns in each table show the results for each period as a
percentage  of  net  sales.

                                       26
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED) COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2003 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                          RESULTS AS A PERCENTAGE
                                                                                                            OF NET SALES FOR THE
                                                                                    DOLLAR       PERCENTAGE     THREE MONTHS
                                                                                   VARIANCE       VARIANCE         ENDED
                                                      THREE MONTHS ENDED        ------------  --------------
                                                        SEPTEMBER 30,             FAVORABLE      FAVORABLE       SEPTEMBER 30,
                                       ---------------------------------------                                  ---------------
                                                 2004                 2003      (UNFAVORABLE)   (UNFAVORABLE)    2004     2003
                                       -------------------------  ------------  --------------  --------------  -------  ------
                                                            (in thousands)
<S>                                    <C>                        <C>           <C>             <C>             <C>      <C>
Net sales . . . . . . . . . . . . . .  $                  8,302   $    13,496   $      (5,194)         (38.5)%   100.0%  100.0%
Cost of sales . . . . . . . . . . . .                     8,654        11,444           2,790            24.4    104.2    84.8
                                       -------------------------  ------------  --------------  --------------  -------  ------
Gross profit (loss) . . . . . . . . .                      (352)        2,052          (2,404)         (117.2)    (4.2)   15.2
Selling, marketing and
  advertising expense . . . . . . . .                       196           266              70            26.3      2.4     2.0
General and administrative expenses .                     1,293         1,202             (91)           (7.6)    15.6     8.9
Depreciation and amortization . . . .                       209           347             138            40.0      2.5     2.6
                                       -------------------------  ------------  --------------  --------------  -------  ------
Operating income (loss) . . . . . . .                    (2,050)          237          (2,287)         (965.0)   (24.7)    1.7
Net interest expense. . . . . . . . .                       (38)          (41)              3             7.3     (0.5)   (0.3)
Other income (expense). . . . . . . .                        13            (3)             16           533.3      0.2       -
                                       -------------------------  ------------  --------------  --------------  -------  ------
Income (loss) from operations before
  provision for income taxes. . . . .                    (2,075)          193          (2,268)       (1,175.1)   (25.0)    1.4
Income tax provision (benefit). . . .                        (1)            2               3           150.0        -       -
                                       -------------------------  ------------  --------------  --------------  -------  ------
Net income (loss) . . . . . . . . . .  $                 (2,076)  $       195   $      (2,271)      (1,164.6)%  (25.0)%    1.4%
                                       =========================  ============  ==============  ==============  =======  ======
</TABLE>

     Net Sales. The decrease of $5.2 million in net sales from $13.5 million for
the third quarter of 2003 to $8.3 million for the third quarter of 2004 is
primarily due to the following significant factors:  very short product
life-cycles that led consumers to delay purchases in anticipation of products
incorporating faster data storage and access speeds and in anticipation of rapid
product obsolescence resulting from expected future product offerings
incorporating new double-layer DVD drive technologies, and the continued
operation of private label programs by Best Buy.

     As discussed above, we believe that the significant decline in our net
sales during the third quarter of 2004 as compared to the third quarter of 2003,
resulted in part from very short product life-cycles that led consumers to delay
purchases in anticipation of products incorporating faster drive speeds, which
allow users to more quickly store and access data. During 2004, DVD drives of
increasing speeds were introduced into the marketplace in very rapid succession.
However, during this time, we expected our DVD-based products to experience
longer product life-cycles similar in duration to the life-cycles of our
CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.

     We also believe that the significant decline in our net sales during the
third quarter of 2004 as compared to the third quarter of 2003, resulted in part
from consumers deciding to delay their purchases of DVD drives in anticipation
of rapid product obsolescence resulting from expected future product offerings
incorporating new technologies. In particular, we believe that consumers delayed
their purchases of single-layer DVD drives in anticipation of the imminent
availability of double-layer DVD drives which can increase storage capacity to
up to twice the capacity of single-layer DVD drives, depending on a user's
operating system and other factors. We expected that double-layer DVD drives
would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology.

     Another factor contributing significantly to the decline in our net sales
during the third quarter of 2004 was the continued and expanded operation of
private label programs by Best Buy. Our sales to Best Buy, who was our largest

                                       27
<PAGE>

retailer during 2003, 2002 and 2001, declined in the third quarter of 2004 to
$470,000, representing a decrease of 86% from $3.3 million in the third quarter
of 2003. We believe that this decrease reflects, at least in part, Best Buy's
increased sales of private label products that compete with products that we
sell.

     In addition, we instituted additional sales incentives and marketing
promotions in the third quarter of 2004 in order to lower the quantity of
single-layer DVD recordable drives in our retail sales channels to enable a more
rapid transition to sales of double-layer DVD recordable drives. Our sales
incentives in the third quarter of 2004 were $1.3 million, or 9.5% of gross
sales, as compared to $826,000 in the third quarter of 2003, or 4.8% of gross
sales, all of which was offset against gross sales. Our market development fund
and cooperative advertising costs, promotion costs and slotting fees in the
third quarter of 2004 were $1.6 million, or 12.3% of gross sales, as compared to
$1.4 million, or 8.0% of gross sales, in the third quarter of 2003, all of which
was offset against gross sales.

     Also, sales of our de-emphasized products increased by approximately
$141,000 to $1.0 million for the third quarter of 2004. A change in the
allowance for sales returns also resulted in a $364,000 adjustment causing a
decrease in sales for the third quarter of 2004 as compared to a $245,000
adjustment causing a decrease to sales for the third quarter of 2003, resulting
in a $119,000 decrease in sales in the third quarter of 2004 as compared to the
third quarter of 2003. Sales in the third quarter of 2004 were also reduced by
$285,000 for slotting fees as compared to $0 in the third quarter of 2003.

     In terms of the volume of products sold and average product sales prices,
the $5.2 million decrease in net sales for the third quarter of 2004 was
comprised of a decrease in sales in the amount of $7.4 million resulting from a
decrease in the volume of products sold and $119,000 resulting from a change in
our reserves for future returns on sales. This decrease was partially offset by
an increase in sales in the amount of $2.3 million resulting from higher average
product sales prices.

     Gross Profit(Loss). The decrease in gross profit of $2.4 million from $2.1
million for the third quarter of 2003 to a $352,000 gross loss for the third
quarter of 2004 is primarily due to a decline in net sales of $5.2 million,
increased sales incentives and promotion costs and an increase in our reserve
for slow-moving inventory. The decrease in gross profit as a percentage of our
net sales was primarily due to an increase in sales incentives from 4.8% of
gross sales during the third quarter of 2003 to 9.5% of gross sales during the
third quarter of 2004, and an increase in market development fund and
cooperative advertising costs, promotion costs and slotting fees from 8.0% of
gross sales during the third quarter of 2003 to 12.3% of gross sales during the
third quarter of 2004. These costs and fees increased primarily as a result of
our institution of sales incentives and marketing promotions in order to lower
the quantity of single-layer DVD recordable drives in our retail sales channels
to enable a more rapid transition to sales of double-layer DVD recordable
drives. Our direct product costs, inventory shrinkage and related freight costs
increased from 84.8% of net sales for the third quarter of 2003 to 104.2% of net
sales for the third quarter of 2004, mainly due to the increased reduction in
net sales resulting from an increase in market development fund and cooperative
advertising costs, promotion costs and slotting fees.

     Our inventory reserve increased by $475,000 in the third quarter of 2004 as
compared to $75,000 in the third quarter of 2003 due to our adjustment of the
value of our slow-moving and obsolete inventory. As a result of the short life
cycles of many of our products resulting from, in part, the effects of rapid
technological change, we expect to experience additional slow-moving and
obsolete inventory charges in the future. However, we cannot predict with any
certainty the future level of these charges.

     Selling, Marketing and Advertising Expenses. Selling, marketing and
advertising expenses decreased by $70,000 in the third quarter of 2004 as


                                       28
<PAGE>

compared to the third quarter of 2003. This decrease was primarily due to lower
commissions as a result of reduced sales volume, and reduced payroll and related
expenses due to fewer personnel and lower retailer performance charges.

     General and Administrative Expenses. General and administrative expenses
increased by $91,000 in the third quarter of 2004 as compared to the third
quarter of 2003. This increase was primarily due to a $75,000 increase in legal
fees, a $60,000 increase in bad debt expense and a $58,000 increase in payroll
and related expenses. The increase in general and administrative expenses was
partially offset by a $50,000 decrease in moving expenses relating to our
relocation in September 2003 to our current facilities and a $39,000 decrease in
rent expense as we paid rent on two facilities in 2003 during our relocation to
our current facilities.

     Depreciation and Amortization Expenses. The $138,000 decrease in
depreciation and amortization expenses is primarily due to accelerated
amortization during the third quarter of 2003 on our prior Santa Ana facility,
which was originally to be leased through 2010. At the beginning of 2003, we
decided to move to another facility by the end of September 2003, and
accordingly accelerated our amortization by $133,000 during the third quarter of
2003. We did not experience any accelerated amortization during the third
quarter of 2004.

     Other Income (Expense). Other income (expense) increased by $19,000 in the
third quarter of 2004 as compared to the third quarter of 2003. During the third
quarter of 2004, income related to currency transactions in connection with our
sales in Canada increased by $13,000. In addition, interest expense decreased to
$38,000 in the third quarter of 2004 from $41,000 in the third quarter of 2003
due to reduced borrowings under our line of credit.

NINE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2003 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                          RESULTS AS A PERCENTAGE
                                                                                                            OF NET SALES FOR THE
                                                                                DOLLAR       PERCENTAGE       NINE MONTHS
                                                                               VARIANCE       VARIANCE            ENDED
                                                    NINE MONTHS ENDED        ------------  --------------
                                                     SEPTEMBER 30,             FAVORABLE      FAVORABLE       SEPTEMBER 30,
                                       -----------------------------------                                  ---------------
                                                 2004            2003       (UNFAVORABLE)   (UNFAVORABLE)    2004     2003
                                      ----------------------  ------------  --------------  --------------  -------  ------
                                                            (in thousands)
<S>                                   <C>                     <C>           <C>             <C>             <C>      <C>
Net sales. . . . . . . . . . . . . .  $              30,854   $    43,344   $     (12,490)         (28.8)%   100.0%  100.0%
Cost of sales. . . . . . . . . . . .                 28,587        36,954           8,367            22.6     92.7    85.3
                                      ----------------------  ------------  --------------  --------------  -------  ------
Gross profit . . . . . . . . . . . .                  2,267         6,390          (4,123)          (64.5)     7.3    14.7
Selling, marketing and
   advertising expenses. . . . . . .                    847           922              75             8.1      2.8     2.1
General and administrative expenses.                  4,113         5,137           1,024            19.9     13.3    11.9
Depreciation and amortization. . . .                    627         1,059             432            40.8      2.0     2.4
                                      ----------------------  ------------  --------------  --------------  -------  ------
Operating loss . . . . . . . . . . .                 (3,320)         (728)         (2,592)         (356.0)   (10.8)   (1.7)
Net interest expense . . . . . . . .                   (122)         (196)             74            37.8     (0.4)   (0.4)
Other income (expense) . . . . . . .                     (8)           46             (54)         (117.4)       -     0.1
                                      ----------------------  ------------  --------------  --------------  -------  ------
Loss from operations before
    provision for income taxes . . .                 (3,450)         (878)         (2,572)         (292.9)   (11.2)   (2.0)
Income tax provision (benefit) . . .                      3            (3)             (6)         (200.0)       -       -
                                      ----------------------  ------------  --------------  --------------  -------  ------
Net loss . . . . . . . . . . . . . .  $              (3,453)  $      (875)  $      (2,578)        (294.6)%  (11.2)%  (2.0)%
                                      ======================  ============  ==============  ==============  =======  ======
</TABLE>


     Net Sales. The decrease of $12.5 million in net sales from $43.3 million
for the first nine months of 2003 to $30.8 million for the first nine months of
2004 is primarily due to the following significant factors:  very short product
life-cycles that led consumers to delay purchases in anticipation of products
incorporating faster data storage and access speeds and in anticipation of rapid
product obsolescence resulting from expected future product offerings
incorporating new double-layer DVD drive technologies, the continued operation


                                       29
<PAGE>

of private label programs by Best Buy and the decline in sales to OfficeMax. The
decline in net sales caused by these factors was partially offset by a
substantial increase in sales to Staples.

     As discussed above, we believe that the significant decline in our net
sales during the first nine months of 2004 as compared to the first nine months
of 2003, resulted in part from very short product life-cycles that led consumers
to delay purchases in anticipation of products incorporating faster drive
speeds, which allow users to more quickly store and access data. During 2004,
DVD drives of increasing speeds were introduced into the marketplace in very
rapid succession. However, during this time, we expected our DVD-based products
to experience longer product life-cycles similar in duration to the life-cycles
of our CD-based products. We believe that consumer perception of shorter product
life-cycles led consumers to delay purchases in anticipation of succeeding
products incorporating faster data storage and access speeds.

     We also believe that the significant decline in our net sales during the
first nine months of 2004 as compared to the first nine months of 2003, resulted
in part from consumers deciding to delay their purchases of DVD drives in
anticipation of rapid product obsolescence resulting from expected future
product offerings incorporating new technologies. In particular, we believe that
consumers delayed their purchases of single-layer DVD drives in anticipation of
the imminent availability of double-layer DVD drives which can increase storage
capacity to up to twice the capacity of single-layer DVD drives, depending on a
user's operating system and other factors. We expected that double-layer DVD
drives would be available commencing in the fourth quarter of 2004; however, the
market's transition from single-layer to double-layer DVD drives began earlier
than expected in the third quarter of 2004, confirming what we believe were
consumer expectations regarding the imminent availability of products
incorporating double-layer DVD technology.

     Another factor contributing significantly to the decline in our net sales
during the first nine months of 2004 was the continued and expanded operation of
private label programs by Best Buy. Our sales to Best Buy, who was our largest
retailer during 2003, 2002 and 2001, declined in the first nine months of 2004
to $4.9 million, representing a decrease of 64% from $13.7 million in the first
nine months of 2003. We believe that this decrease reflects, at least in part,
Best Buy's increased sales of private label products that compete with products
that we sell.

     Also, net sales to OfficeMax declined by $5.0 million, or 100%, during the
first nine months of 2004 as compared to the first nine months of 2003. This
decline was primarily the result of our mutual agreement with OfficeMax to
discontinue sales between April and October 2003 because we did not want to
offer rebates and sales incentives as heavily as OfficeMax believed was
necessary. Although we resumed sales of our dual-format DVD recordable drives to
OfficeMax in November and December 2003, we experienced disagreements with
OfficeMax relating to amounts we believed we were owed and deductions claimed by
OfficeMax and, as a result, discontinued sales in January 2004. We are
negotiating with OfficeMax to resume sales in 2004, but there can be no
assurance that sales to OfficeMax will resume.

     These decreases in net sales to Best Buy and OfficeMax were partially
offset by an increase in net sales to Staples of $7.2 million, or 1,273% for the
first nine months of 2004 as compared to the first nine months of 2003.

     In addition, we instituted additional sales incentives and marketing
promotions in the third quarter of 2004 in order to lower the quantity of
single-layer DVD recordable drives in our retail sales channels to enable a more
rapid transition to sales of double-layer DVD recordable drives. Our sales
incentives in the first nine months of 2004 were $2.5 million, or 5.9% of gross
sales, as compared to $1.6 million, or 2.9% of gross sales, in the first nine


                                       30
<PAGE>

months of 2003, all of which was offset against gross sales. Our market
development fund and cooperative advertising costs, promotion costs and slotting
fees in the first nine months of 2004 were $5.1 million, or 11.8% of gross
sales, as compared to $5.6 million, or 10.0% of gross sales, in the first nine
months of 2003, all of which was offset against gross sales.

     Also, sales of our de-emphasized products declined by approximately $5.6
million to $1.8 million for the first nine months of 2004. A change in the
allowance for sales returns also resulted in a $640,000 adjustment causing an
increase in sales for the first nine months of 2004 as compared to a $517,000
adjustment causing an increase to sales for the first nine months of 2003,
resulting in a $123,000 increase in sales in the first nine months of 2004 as
compared to the first nine months of 2003. Sales in the first nine months of
2004 were also reduced by $855,000 for slotting fees as compared to $0 in the
first nine months of 2003.

     In terms of the volume of products sold and average product sales prices,
the $12.5 million decrease in net sales for the first nine months of 2004 was
comprised of a decrease in sales in the amount of $21.3 million resulting from a
decrease in the volume of products sold. This decrease was partially offset by
an increase in sales in the amount of $8.7 million resulting from higher average
product sales prices and $123,000 resulting from a change in our reserves for
future returns on sales.

     Gross Profit. The decrease in gross profit of $4.1 million from $6.4
million for the first nine months of 2003 to $2.3 million for the first nine
months of 2004, is primarily due to a decline in net sales of $12.5 million,
increased sales incentives, promotion costs and slotting fees, and an increase
in our reserve for slow-moving inventory. The decrease in gross profit as a
percentage of net sales was primarily due to an increase in sales incentives
from 2.9% of gross sales during the third quarter of 2003 to 5.9% of gross sales
during the third quarter of 2004, and an increase in market development fund and
cooperative advertising costs, promotion costs and slotting fees from 10.0% of
gross sales during the first nine months of 2003 to 11.8% of gross sales during
the first nine months of 2004. These costs and fees increased primarily as a
result of our institution of sales incentives and marketing promotions in order
to lower the quantity of single-layer DVD recordable drives in our retail sales
channels to enable a more rapid transition to sales of double-layer DVD
recordable drives. Our direct product costs and related freight costs increased
from 85.3% of net sales for the first nine months of 2003 to 92.7% of net sales
for the first nine months of 2004.

     In addition, our inventory reserve increased by $919,000 in the first nine
months of 2004 as compared to the first nine months of 2003 due to our
adjustment of the value of our slow-moving and obsolete inventory. Also, our
inventory adjustment increased by $197,000 in the first nine months of 2004 as
compared to the first nine months of 2003. As a result of the short life-cycles
of many of our products resulting from, in part, the effects of rapid
technological change, we expect to experience additional slow-moving and
obsolete inventory charges in the future. However, we cannot predict with any
certainty the future level of these charges.

     Selling, Marketing and Advertising Expenses. Selling, marketing and
advertising expenses decreased by $75,000 in the first nine months of 2004 as
compared to the first nine months of 2003. This decrease was primarily due to
$158,000 in lower commissions as a result of reduced sales volume, $115,000 in
reduced payroll and related expenses due to fewer personnel and $64,000 in lower
retailer performance charges. These decreases were partially offset by $263,000
in higher advertising costs in the first nine months of 2004 as compared to the
first nine months of 2003.

General and Administrative Expenses. The $1.0 million decrease in general and
administrative expenses is primarily due to a $1.3 million decrease in bad debt
expense to $183,000 during the first nine months of 2004 from $1.5 million
during the first nine months of 2003, $84,000 less product design expense,
$76,000 less phone and utilities expenses, $70,000 less rent expense and $67,000
less warehouse supplies expenses. These decreased expenses were partially offset
by a $333,000 increase in legal fees in the first nine months of 2004 after


                                       31
<PAGE>

accounting for a $206,000 reversal of an over-accrual of estimated legal fees
related to a lawsuit in the first nine months of 2003, an increase of $129,000
in payroll and related expenses relating to contractual incentives during the
first nine months of 2004 as compared to the first nine months of 2003, an
increase of $75,000 in financing charges relating to our United National Bank
line of credit, an increase of $71,000 in financial relations expenses and an
increase of $65,000 in insurance expense.

     Depreciation and Amortization Expenses. The $432,000 decrease in
depreciation and amortization expenses is primarily due to accelerated
amortization during the first nine months of 2003 on our prior Santa Ana
facility, which was originally to be leased through 2010. At the beginning of
2003, we decided to move to another facility by the end of September 2003, and
accordingly accelerated our amortization by $402,000 during the first nine
months of 2003. We did not experience any accelerated amortization during the
first nine months of 2004.

     Other Income (Expense). Other income (expense) decreased by $20,000 in the
first nine months of 2004 as compared to the first nine months of 2003. During
the first nine months of 2004, interest expense decreased to $122,000 from
$196,000 in the first nine months of 2003 due to reduced borrowings under our
line of credit. This decrease in interest expense was partially offset by a
$56,000 increase in expense related to currency transactions in connection with
our sales in Canada during the first nine months of 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Our principal sources of liquidity have been cash provided by operations
and borrowings under our bank and trade credit facilities. Our principal uses of
cash have been to finance working capital, capital expenditures and debt service
requirements. We anticipate that these uses will continue to be our principal
uses of cash in the future. As of September 30, 2004, we had working capital of
$8.2 million, an accumulated deficit of $18.5 million, $2.8 million in cash and
cash equivalents and $12.0 million in net accounts receivable. This compares
with working capital of $11.0 million, an accumulated deficit of $15.1 million,
$4.0 million in cash and cash equivalents and $18.4 million in net accounts
receivable as of December 31, 2003.

     For the nine months ended September 30, 2004, our cash decreased $1.2
million, or 30.0%, from $4.0 million to $2.8 million as compared to a decrease
of $4.8 million, or 94.1%, for the nine months ended September 30, 2003 from
$5.1 million to $355,000.

     Cash used in our operating activities totaled $2.9 million during the first
nine months of 2004 as compared to cash provided by our operating activities of
$1.1 million during the first nine months of 2003. This decrease of $4.0 million
in cash provided by our operating activities primarily resulted from the
decrease of $12.5 million in net sales during the first nine months of 2004 as
compared to the first nine months of 2003. This decrease in net sales and other
factors resulted in an $11.1 million decrease in the use of our trade credit
facilities and a $1.4 million decrease in other accounts payable. In addition,
inventory in transit increased by $911,000. These decreases in cash were
partially offset by increases in cash resulting from a $2.5 million decrease in
warehouse and consigned inventory, a $2.4 million decrease in accounts
receivable, a $1.6 million increase in the reserve for obsolete inventory and a
$3.0 million increase in accrued expenses, including increased accrued market
development fund and cooperative advertising costs, promotion costs and slotting
fees. In addition, legal settlements payable decreased by $2.0 million as we
made the initial payment on the settlement of a litigation matter in the first
quarter of 2003 in the amount of $3.0 million and we made the final payment in
the first quarter of 2004 in the amount of $1.0 million.


                                       32
<PAGE>

     Decreases in our use of our trade credit facility, other accounts payable
and increases in inventory in transit each decreased cash. Decreases in
inventory, accounts receivable, and legal settlements payable, and increases in
accrued expenses and the reserve for obsolete inventory each increased cash.
Cash used in our investing activities totaled $1.8 million during the first nine
months of 2004 as compared to cash used in our investing activities of $796,000
during the first nine months of 2003. Our investing activities consisted of
restricted cash related to our United National Bank loan and purchases of
property and equipment.

     Cash used in our financing activities totaled $16,000 during the first nine
months of 2004 as compared to $6.7 million for the first nine months of 2003. We
paid down $5.4 million of our ChinaTrust Bank loan balance during the first nine
months of 2003 through funds generated by our operations and we paid down
$16,000 of our United National Bank loan balance during the first nine months of
2004 through funds generated by our operations. We repurchased $84,000 of our
common stock in the first nine months of 2003.

     Effective January 1, 2002, we obtained a $9.0 million asset-based line of
credit (with a sub-limit of $8.0 million) with ChinaTrust Bank (USA) that was to
expire December 15, 2003. The credit facility contained a number of restrictive
financial covenants. On each of December 31, 2002, March 31, 2003, and June 30,
2003, we were not in compliance with certain of those financial covenants.
However, we subsequently obtained waivers with respect to our noncompliance with
these financial covenants from the lender which, among other things, on December
31, 2002 modified the original expiration date of the line of credit from
December 15, 2003 to October 15, 2003.

     On August 15, 2003, we entered into an asset-based business loan agreement
with United National Bank. The agreement provides for a revolving loan of up to
$6.0 million secured by substantially all of our assets and initially was to
expire on September 1, 2004. On August 6, 2004, United National Bank extended
the expiration date of the agreement until November 1, 2004 and on October 27,
2004 extended the expiration date of the agreement until December 1, 2004.
Advances of up to 65% of eligible accounts receivable bear interest at a
floating interest rate equal to the prime rate of interest as reported in The
Wall Street Journal plus 0.75%. As of September 30, 2004, the interest rate was
5.5%. The agreement provides that if United National Bank calls the loan because
of a default under the terms of the loan agreement, other than a payment
default, we can repay the loan in six equal monthly installments unless we
obtain a replacement credit facility in which case, all amounts would be due and
payable. The agreement also contains five restrictive financial covenants: our
quick ratio must be at least 1.0; our tangible net worth must be no lower than
$10.5 million; our debt to tangible net worth ratio must not exceed 2.0; our
current ratio must be no lower than 1.25 and we must be profitable for the year
ended December 31, 2004. As of December 31, 2003 we were in compliance with the
first four covenants and the last covenant was not yet applicable. As of
September 30, 2004, we were, and through the date of the filing of this report
are, not in compliance with our covenant regarding to our tangible net worth. As
a consequence, we currently are in default under our line of credit with United
National Bank.

     Effective September 2, 2003, we borrowed $3.4 million under the United
National Bank credit facility to pay off the outstanding balance on our
ChinaTrust Bank (USA) credit facility. As of September 30, 2004, the outstanding
balance with United National Bank was $5.9 million and we had available to us
$77,000 of additional borrowings. Our credit facility with United National Bank
expires on December 1, 2004.

     In January 2003, we entered into a trade credit facility with Lung Hwa
Electronics. Lung Hwa Electronics is a stockholder and subcontract manufacturer
of I/OMagic. Under the terms of the facility, Lung Hwa Electronics has agreed to
purchase inventory on our behalf. We can purchase up to $10.0 million of

                                       33
<PAGE>

inventory, with payment terms of 120 days following the date of invoice by Lung
Hwa Electronics. Lung Hwa Electronics charges us a 5% handling fee on a
supplier's unit price. A 2% discount of the handling fee is applied if we reach
an average running monthly purchasing volume of $750,000. Returns made by us,
which are agreed to by a supplier, result in a credit to us for the handling
charge. As security for the trade credit facility, we paid Lung Hwa Electronics
a $1.5 million security deposit during 2003. As of September 30, 2004, $750,000
of this deposit had been applied against outstanding trade payables as the
agreement allowed us to apply the security deposit against our outstanding trade
payables. This trade credit facility is for an indefinite term; however, either
party has the right to terminate the facility upon 30 days' prior written notice
to the other party. As of September 30, 2004, we owed Lung Hwa Electronics $1.2
million in trade payables net of the remaining $750,000 deposit.

     In February 2003, we entered into a Warehouse Services and Bailment
Agreement with Behavior Tech Computer (USA) Corp., or BTC USA. Under the terms
of the agreement, BTC USA has agreed to supply and store at our warehouse up to
$10.0 million of inventory on a consignment basis. We are responsible for
insuring the consigned inventory, storing the consigned inventory for no charge,
and furnishing BTC USA with weekly statements indicating all products received
and sold and the current level of consigned inventory. The agreement also
provides us with a trade line of credit of up to $10.0 million with payment
terms of net 60 days, without interest. The agreement may be terminated by
either party upon 60 days' prior written notice to the other party. As of
September 30, 2004, we owed BTC USA $1.4 million under this arrangement. BTC USA
is a subsidiary of Behavior Tech Computer Corp., one of our significant
stockholders. Mr. Steel Su, a director of I/OMagic, is the Chief Executive
Officer of Behavior Tech Computer Corp.

     Lung Hwa Electronics and BTC USA provide us with significantly preferential
trade credit terms. These terms include extended payment terms, substantial
trade lines of credit and other preferential buying arrangements. We believe
that these terms are substantially better terms than we could likely obtain from
other subcontract manufacturers or suppliers. In fact, we believe that our trade
credit facility with Lung Hwa Electronics is likely unique and could not be
replaced through a relationship with an unrelated third party. If either of
these subcontract manufacturers does not continue to offer us substantially the
same preferential trade credit terms, our ability to finance inventory purchases
would be harmed, resulting in significantly reduced sales and profitability. In
addition, we would incur additional financing costs associated with shorter
payment terms which would also cause our profitability to decline.

     Our net loss increased 300% to $3.5 million for the first nine months of
2004 from $875,000 for the first nine months of 2003, primarily resulting from a
28.6% decline in net sales to $30.9 million in the first nine months of 2004
from $43.3 million in the first nine months of 2003. If either the absolute
level or the downward trend of our net loss or net sales continues or increases,
we could experience significant shortages of liquidity and our ability to
purchase inventory and to operate our business may be significantly impaired,
which could lead to further declines in our operating performance and financial
condition.

     We retain most risks of ownership of products in our consignment sales
channels. These products remain our inventory until their resale by our
retailers. The turnover frequency of our inventory on consignment is critical to
generating regular cash flow in amounts necessary to keep financing costs to
targeted levels and to purchase additional inventory. If this inventory turnover
is not sufficiently frequent, our financing costs may exceed targeted levels and
we may be unable to generate regular cash flow in amounts necessary to purchase
additional inventory to meet the demand for other products. In addition, as a
result of our products' short life-cycles, which generate lower average selling
prices as the cycles mature, low inventory turnover levels may force us to
reduce prices and accept lower margins to sell consigned products. If we fail to
select high turnover products for our consignment sales channels, our sales,
profitability and financial resources may decline.


                                       34
<PAGE>

     If, like Best Buy, any other of our major retailers, or a significant
number of our smaller retailers, implement or expand private label programs
covering products that compete with our products, our net sales will likely
continue to decline and our net losses are likely to increase, which in turn
could have a material and adverse impact on our liquidity, financial condition
and capital resources. We expect the decline in our sales to Best Buy to
continue in subsequent reporting periods as a result of continued private label
programs; however, management intends to use its best efforts to insure that we
retain Best Buy as one of our major retailers. We cannot assure you that Best
Buy will remain one of our major retailers or that we will successfully sell any
products through Best Buy.

     We believe that the significant decline in our net sales during the first
nine months of 2004 resulted in part from very short product life-cycles leading
consumers to delay purchases of single-layer DVD drives in anticipation of DVD
drives with faster data storage and access speeds, and also to delay purchases
of single-layer DVD drives in anticipation of the imminent availability of
higher capacity double-layer DVD drives. We expect that the very short product
life-cycles of DVD-based products experienced in 2004, as compared to other data
storage products that we have offered for sale in the past, including our
CD-based products, will lengthen following the introduction of double-layer DVD
drives; however, there can be no assurance that product life-cycles will
lengthen or that consumers will not continue to delay purchases in anticipation
of products incorporating faster data storage and access speeds or new
technologies, or both. We began selling our double-layer DVD drives at the end
of the third quarter of 2004.

     Despite the decline in our results of operations during the first, second
and third quarters of 2004, we believe that current and future available capital
resources, revenues generated from operations, and other existing sources of
liquidity, including our trade credit facilities with Lung Hwa Electronics and
BTC USA and our credit facility with United National Bank, which we believe will
be renewed or replaced, will be sufficient to fund our anticipated working
capital and capital expenditure requirements for at least the next twelve
months. If, however, our capital requirements or cash flow vary materially from
our current projections or if unforeseen circumstances occur, we may require
additional financing. Our failure to raise capital, if needed, could restrict
our growth, limit our development of new products or hinder our ability to
compete.

BACKLOG

     Our backlog at September 30, 2004 was $5.0 million as compared to a backlog
at September 30, 2003 of $6.3 million. Based on historical trends, we anticipate
that our September 30, 2004 backlog may be reduced by approximately 10.4%, or
$517,000, to a net amount of $4.5 million as a result of returns and
reclassification of certain expenses as reductions to net sales.

     Our backlog may not be indicative of our actual sales beyond a rotating
six-week cycle. The amount of backlog orders represents revenue that we
anticipate recognizing in the future, as evidenced by purchase orders and other
purchase commitments received from retailers. The shipment of these orders for
non-consigned retailers or the sell-through of our products by consigned
retailers causes recognition of the purchase commitments as revenue. However,
there can be no assurance that we will be successful in fulfilling such orders
and commitments in a timely manner, that retailers will not cancel purchase
orders, or that we will ultimately recognize as revenue the amounts reflected as
backlog based upon industry trends, historical sales information, returns and
sales incentives.


                                       35
<PAGE>

CONTRACTUAL  OBLIGATIONS

     The following table outlines payments due under our significant contractual
obligations over the next five years, exclusive of interest:

<TABLE>
<CAPTION>

                                                      PAYMENTS DUE BY PERIOD
                                        ---------------------------------------------------
<S>                                     <C>            <C>        <C>      <C>     <C>
CONTRACTUAL OBLIGATIONS                                LESS THAN   1-3      4-5    AFTER 5
AT SEPTEMBER 30, 2004                       TOTAL       1 YEAR    YEARS    YEARS    YEARS
----------------------------------      -------------  -------- ---------  ------  --------
Long Term Debt                            $         -  $      - $       - $     -  $     -
Capital Lease Obligations                           -         -         -       -        -
Operating Leases                              701,517   374,030   320,212   7,275        -
Unconditional Purchase Obligations                  -         -         -       -        -
                                         ------------  -------- --------- -------  --------
Total Contractual Cash Obligations        $   701,517  $374,030 $ 320,212 $ 7,275  $     -
                                         ============  ========  ======== =======  ========
</TABLE>

     The above table outlines our obligations as of September 30, 2004 and does
not reflect the changes in our obligations that occurred after that date.

IMPACT  OF  NEW  ACCOUNTING  PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities" which addresses the consolidation of business enterprises (variable
interest entities) to which the usual condition (ownership of a majority voting
interest) of consolidation does not apply. The interpretation focuses on
financial interests that indicate control. It concludes that in the absence of
clear control through voting interests, a company's exposure (variable interest)
to the economic risks and potential rewards from the variable interest entity's
assets and activities are the best evidence of control. Variable interests are
rights and obligations that convey economic gains or losses from changes in the
values of the variable interest entity's assets and liabilities. Variable
interests may arise from financial instruments, service contracts, nonvoting
ownership interests and other arrangements. If an enterprise holds a majority of
the variable interests of an entity, it would be considered the primary
beneficiary. The primary beneficiary would be required to include the assets,
liabilities and the results of operations of the variable interest entity in its
financial statements. In December 2003, the FASB issued a revision to FIN 46 to
address certain implementation issues. This statement is not applicable to us.

     In April 2003, FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting and reporting for derivative instruments and hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 149 is effective for derivative instruments and
hedging activities entered into or modified after September 30, 2003, except for
certain forward purchase and sale securities. For these forward purchase and
sale securities, SFAS No. 149 is effective for both new and existing securities
after September 30, 2003. This statement is not applicable to us.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with the standard,
financial instruments that embody obligations for the issuer are required to be
classified as liabilities. SFAS No. 150 will be effective for financial
instruments entered into or modified after May 31, 2003 and otherwise will be
effective at the beginning of the first interim period beginning after June 15,
2003. This statement is not applicable to us.


                                       36
<PAGE>

                                  RISK FACTORS

     An investment in our common stock involves a high degree of risk. In
addition to the other information in this Quarterly Report and in our other
filings with the Securities and Exchange Commission, including our subsequent
reports on Forms 10-Q, 10-K and 8-K , you should carefully consider the
following discussion, which summarizes material risks, before deciding to invest
in shares of our common stock or to maintain or increase your investment in
shares of our common stock. Any of the following risks, if they actually occur,
would likely harm our business, financial condition and results of operations.
As a result, the trading price of our common stock could decline, and you could
lose all or part of the money you paid to buy our common stock.

IF WE ARE UNABLE TO RENEW OR REPLACE OUR CREDIT FACILITY WITH UNITED NATIONAL
BANK PRIOR TO ITS DECEMBER 1, 2004 EXPIRATION DATE, WE MAY BE UNABLE TO BORROW
FUNDS TO PURCHASE INVENTORY TO SUSTAIN OR EXPAND OUR CURRENT SALES VOLUME AND TO
FUND OUR DAY-TO-DAY OPERATIONS.

     Our credit facility with United National Bank expires on December 1, 2004.
In addition, we are not in compliance with our financial covenant with United
National Bank to maintain a tangible net worth of at least $10.5 million.  As a
consequence, we currently are in default under our line of credit with United
National Bank.  Our agreement with United National Bank provides that if the
bank calls the loan due because of a default, other than a payment default, we
may repay the loan in six equal monthly installments unless we obtain a
replacement credit facility, in which case all amounts would be immediately due
and payable. In the event of a payment default, United National Bank may
accelerate the loan and declare all amounts immediately due and payable. If we
are unable to renew or replace this credit facility prior to December 1, 2004,
or if United National Bank calls the loan due in advance of its expiration as a
result of a default, we may lack adequate funds to acquire inventory in amounts
sufficient to sustain or expand our current sales volume. In addition, we may be
unable to fund our day-to-day operations.

WE HAVE INCURRED SIGNIFICANT LOSSES IN THE PAST, AND WE MAY CONTINUE TO INCUR
SIGNIFICANT LOSSES IN THE FUTURE. IF WE CONTINUE TO INCUR LOSSES, WE WILL
EXPERIENCE NEGATIVE CASH FLOW WHICH MAY HAMPER CURRENT OPERATIONS AND MAY
PREVENT US FROM EXPANDING OUR BUSINESS.

     We have incurred net losses in each of the last four years and for the nine
months ended September 30, 2004. As of September 30, 2004, we had an accumulated
deficit of approximately $18.5 million. During 2003, 2002, 2001 and the nine
months ended September 30, 2004, we incurred net losses in the amounts of
approximately $265,000, $8.3 million, $5.5 million and $3.5 million,
respectively. Historically, we have relied upon cash from operations and
financing activities to fund all of the cash requirements of our business. If
our extended period of net losses continues, this will result in negative cash
flow and may hamper current operations and may prevent us from expanding our
business. We cannot assure you that we will attain, sustain or increase
profitability on a quarterly or annual basis in the future. If we do not
achieve, sustain or increase profitability, our business will be adversely
affected and our stock price may decline.

WE DEPEND ON A SMALL NUMBER OF RETAILERS FOR THE VAST MAJORITY OF OUR SALES. A
REDUCTION IN BUSINESS FROM ANY OF THESE RETAILERS COULD CAUSE A SIGNIFICANT
DECLINE IN OUR SALES AND PROFITABILITY.

     The vast majority of our sales are generated from a small number of
retailers. During the first nine months of 2004, net sales to our two largest
retailers, Staples and Best Buy, represented approximately 25% and 16%,
respectively, of our total net sales, and net sales to our next four largest
retailers, Circuit City, Office Depot, CompUSA and Radio Shack, represented
approximately 15%, 12%, 10% and 5%, respectively, of our total net sales. During


                                       37
<PAGE>

the first nine months of 2004, aggregate net sales to these six retailers
represented approximately 83% of our total net sales. During 2003, net sales to
our two largest retailers, Best Buy and Circuit City, represented approximately
32% and 15%, respectively, of our total net sales, and net sales to our next
four largest retailers, OfficeMax, Office Depot, CompUSA and Radio Shack
represented approximately 12%, 10%, 10% and 8%, respectively, of our total net
sales. During 2003, aggregate net sales to these six retailers represented
approximately 87% of our total net sales. We expect that we will continue to
depend upon a small number of retailers for a significant majority of our sales
for the foreseeable future.

     Our agreements with these retailers do not require them to purchase any
specified number of products or dollar amount of sales or to make any purchases
whatsoever. Therefore, we cannot assure you that, in any future period, our
sales generated from these retailers, individually or in the aggregate, will
equal or exceed historical levels. We also cannot assure you that, if sales to
any of these retailers cease or decline, we will be able to replace these sales
with sales to either existing or new retailers in a timely manner, or at all. A
cessation or reduction of sales, or a decrease in the prices of products sold to
one or more of these retailers has significantly reduced our net sales for one
or more reporting periods in the past and could, in the future, cause a
significant decline in our net sales and profitability.

OUR LACK OF LONG-TERM PURCHASE ORDERS AND COMMITMENTS COULD LEAD TO A RAPID
DECLINE IN OUR SALES AND PROFITABILITY.

     All of our significant retailers issue purchase orders solely in their own
discretion, often only one to two weeks before the requested date of shipment.
Our retailers are generally able to cancel orders or delay the delivery of
products on short notice. In addition, our retailers may decide not to purchase
products from us for any reason. Accordingly, we cannot assure you that any of
our current retailers will continue to purchase our products in the future. As a
result, our sales volume and profitability could decline rapidly with little or
no warning whatsoever. For example, in 2003 we did not sell any of our products
to OfficeMax for a period of several months which resulted in a 70% decrease in
sales to OfficeMax in 2003 as compared to 2002. This significant decline in
sales was one of the primary reasons for the 26% decline in net sales for 2003
as compared to 2002. The decision to suspend sales was a mutual decision between
us and OfficeMax because we did not want to offer rebates and sales incentives
as heavily as OfficeMax believed was necessary.

     We cannot rely on long-term purchase orders or commitments to protect us
from the negative financial effects of a decline in demand for our products. The
limited certainty of product orders can make it difficult for us to forecast our
sales and allocate our resources in a manner consistent with our actual sales.
Moreover, our expense levels are based in part on our expectations of future
sales and, if our expectations regarding future sales are inaccurate, we may be
unable to reduce costs in a timely manner to adjust for sales shortfalls.
Furthermore, because we depend on a small number of retailers for the vast
majority of our sales, the magnitude of the ramifications of these risks, is
greater than if our sales were less concentrated within a small number of
retailers. As a result of our lack of long-term purchase orders and purchase
commitments we may experience a rapid decline in our sales and profitability.

ONE OR MORE OF OUR LARGEST RETAILERS MAY DIRECTLY IMPORT OR PRIVATE LABEL
PRODUCTS THAT ARE IDENTICAL OR VERY SIMILAR TO OUR PRODUCTS. THIS COULD CAUSE A
SIGNIFICANT DECLINE IN OUR SALES AND PROFITABILITY.

     Optical data storage products and digital entertainment products are widely
available from manufacturers and other suppliers around the world. Our largest
retailers include Best Buy, Circuit City, CompUSA, Staples, Office Depot and
OfficeMax. Collectively, these six retailers accounted for 78% of our net sales
in 2003. Sales to Staples, Best Buy, Circuit City, Office Depot, CompUSA and
Radio Shack collectively accounted for 83% of our net sales for the nine months
ended September 30, 2004. Each of these retailers has substantially greater
resources than we do, and has the ability to directly import or private-label
data storage and digital entertainment products from manufacturers and other


                                       38
<PAGE>

suppliers around the world, including from some of our own subcontract
manufacturers. For example, Best Buy, our largest retailer, already has a
private label program and sells certain products that compete with some of our
products. Sales to Best Buy in the first nine months of 2004 totaled $4.9
million representing a decrease of 64% from $13.7 million in the first nine
months of 2003. We believe that this decrease reflects, at least in part, Best
Buy's increased sales of private label products that compete with products that
we sell. Our retailers may believe that higher profit margins can be achieved if
they implement a direct import or private-label program, excluding us from the
sales channel. Accordingly, one or more of our largest retailers may stop buying
products from us in favor of a direct import or private-label program. As a
consequence, our sales and profitability could decline significantly.

HISTORICALLY, A SUBSTANTIAL PORTION OF OUR ASSETS HAVE BEEN COMPRISED OF
ACCOUNTS RECEIVABLE REPRESENTING AMOUNTS OWED BY A SMALL NUMBER OF RETAILERS. WE
EXPECT THIS TO CONTINUE IN THE FUTURE. IF ANY OF THESE RETAILERS FAILS TO TIMELY
PAY US AMOUNTS OWED, WE COULD SUFFER A SIGNIFICANT DECLINE IN CASH FLOW AND
LIQUIDITY WHICH, IN TURN, COULD CAUSE US TO BE UNABLE PAY OUR LIABILITIES AND
PURCHASE AN ADEQUATE AMOUNT OF INVENTORY TO SUSTAIN OR EXPAND OUR CURRENT SALES
VOLUME.

     Our accounts receivable represented 46%, 46%, 50% and 43% of our total
assets as of December 31, 2003, 2002 and 2001, and as of the nine months ended
September 30, 2004, respectively.  As of September 30, 2004, 74% of our accounts
receivable represented amounts owed by three retailers, each of which
represented over 10% of the total amount of our accounts receivable.  Similarly,
as of December 31, 2003, 63% of our accounts receivable represented amounts owed
by three retailers, each of which represented over 10% of the total amount of
our accounts receivable. As a result of the substantial amount and concentration
of our accounts receivable, if any of our major retailers fails to timely pay us
amounts owed, we could suffer a significant decline in cash flow and liquidity
which would negatively affect our ability to make payments under our line of
credit with United National Bank and which, in turn, could adversely affect our
ability to borrow funds to purchase inventory to sustain or expand our current
sales volume. Accordingly, if any of our major retailers fails to timely pay us
amounts owed, our sales and profitability may decline.

WE RELY HEAVILY ON OUR CHIEF EXECUTIVE OFFICER, TONY SHAHBAZ. THE LOSS OF HIS
SERVICES COULD ADVERSELY AFFECT OUR ABILITY TO SOURCE PRODUCTS FROM OUR KEY
SUPPLIERS AND OUR ABILITY TO SELL OUR PRODUCTS TO OUR RETAILERS.

     Our success depends, to a significant extent, upon the continued services
of Tony Shahbaz, who is our Chairman of the Board, President, Chief Executive
Officer and Secretary. For example, Mr. Shahbaz has developed key personal
relationships with our suppliers and retailers, including with our subcontract
manufacturers. We greatly rely on these relationships in the conduct of our
operations and the execution of our business strategies. Mr. Shahbaz and some of
these subcontract manufacturers have acquired interests in business entities
that own shares of our common stock. Further, some of these manufacturers also
directly hold shares of our common stock. The loss of Mr. Shahbaz could,
therefore, result in the loss of our favorable relationships with one or more of
our subcontract manufacturers. Although we have entered into an employment
agreement with Mr. Shahbaz, that agreement is of limited duration and is subject
to early termination by Mr. Shahbaz under certain circumstances. In addition, we
do not maintain "key person" life insurance covering Mr. Shahbaz or any other
executive officer. The loss of Mr. Shahbaz could significantly delay or prevent
the achievement of our business objectives. Consequently, the loss of Mr.
Shahbaz could adversely affect our business, financial condition and results of
operations.


                                       39
<PAGE>

THE HIGH CONCENTRATION OF OUR SALES WITHIN THE DATA STORAGE INDUSTRY COULD
RESULT IN A SIGNIFICANT REDUCTION IN NET SALES AND NEGATIVELY AFFECT OUR
EARNINGS IF DEMAND FOR THOSE PRODUCTS DECLINES.

     Sales of our data storage products in the first nine months of 2004 and in
the year 2003 accounted for approximately 99% and 94% of our net sales,
respectively. Except for our digital entertainment products, which accounted for
only approximately 1% and 6% of our net sales in the first nine months of 2004
and in the year 2003, respectively, we have not diversified our product
categories outside of the data storage industry. We expect data storage products
to continue to account for the vast majority of our net sales for the
foreseeable future. As a result, our net sales and profitability would be
significantly and adversely impacted by a downturn in the demand for data
storage products.

IF WE FAIL TO ACCURATELY FORECAST THE COSTS OF OUR PRODUCT REBATE OR OTHER
PROMOTIONAL PROGRAMS, WE MAY EXPERIENCE A SIGNIFICANT DECLINE IN CASH FLOW AND
OUR BRAND IMAGE MAY BE ADVERSELY AFFECTED RESULTING IN REDUCED SALES AND
PROFITABILITY.

     We rely heavily on product rebates and other promotional programs to
establish, maintain and increase sales of our products. If we fail to accurately
forecast the costs of these programs, we may fail to allocate sufficient
resources to these programs. For example, we may fail to have sufficient funds
available to satisfy mail-in product rebates. If we are unable to satisfy our
promotional obligations, such as providing cash rebates to consumers, our brand
image and goodwill with consumers and retailers would be harmed, which may
result in reduced sales and profitability. In addition, our failure to
adequately forecast the costs of these programs may result in unexpected
liabilities causing a significant decline in cash flow and capital resources
with which to operate our business.

OUR TWO PRINCIPAL SUBCONTRACT MANUFACTURERS PROVIDE US WITH SIGNIFICANTLY
PREFERENTIAL TRADE CREDIT TERMS. IF EITHER OF THESE MANUFACTURERS DOES NOT
CONTINUE TO OFFER US SUBSTANTIALLY THE SAME PREFERENTIAL CREDIT TERMS, OUR SALES
AND PROFITABILITY WOULD DECLINE SIGNIFICANTLY.

     Lung Hwa Electronics and Behavior Tech Computer Corp., our two principal
subcontract manufacturers, provide us with significantly preferential trade
credit terms. These terms include extended payment terms, substantial trade
lines of credit and other preferential buying arrangements. We believe that
these terms are substantially better terms than we could likely obtain from
other subcontract manufacturers or suppliers. In fact, we believe that our trade
credit facility with Lung Hwa Electronics is likely unique and could not be
replaced through a relationship with an unrelated third party. If either of
these subcontract manufacturers does not continue to offer us substantially the
same preferential trade credit terms, our ability to finance inventory purchases
would be harmed, resulting in significantly reduced sales and profitability. In
addition, we would incur additional financing costs associated with shorter
payment terms which would also cause our profitability to decline.

THE DATA STORAGE AND DIGITAL ENTERTAINMENT INDUSTRIES ARE EXTREMELY COMPETITIVE.
ALL OF OUR SIGNIFICANT COMPETITORS HAVE GREATER FINANCIAL AND OTHER RESOURCES
THAN WE DO, AND ONE OR MORE OF THESE COMPETITORS COULD USE THEIR GREATER
RESOURCES TO GAIN MARKET SHARE AT OUR EXPENSE.

     The data storage and digital entertainment industries are extremely
competitive. All of our significant competitors in the data storage industry,
including Hewlett-Packard, Lite-On, Memorex, Philips Electronics, Samsung
Electronics, Sony, TDK and Toshiba, and all of our significant competitors in
the digital entertainment industry, including Apple Computer, Bose, Creative
Technology, Rio Audio and Sony have substantially greater production, financial,
research and development, intellectual property, personnel and marketing
resources than we do. As a result, each of these companies could compete more
aggressively and sustain that competition over a longer period of time than we
could. Our lack of resources relative to all of our significant competitors may


                                       40
<PAGE>

cause us to fail to anticipate or respond adequately to technological
developments and changing consumer demands and preferences, or may cause us to
experience significant delays in obtaining or introducing new or enhanced
products. These failures or delays could reduce our competitiveness and cause a
decline in our market share and sales.

DATA STORAGE AND DIGITAL ENTERTAINMENT PRODUCTS ARE SUBJECT TO RAPID
TECHNOLOGICAL CHANGES. IF WE FAIL TO ACCURATELY ANTICIPATE AND ADAPT TO THESE
CHANGES, THE PRODUCTS WE SELL WILL BECOME OBSOLETE, CAUSING A DECLINE IN OUR
SALES AND PROFITABILITY.

     Data storage and digital entertainment products are subject to rapid
technological changes which often cause product obsolescence. Companies within
the data storage and digital entertainment industries are continuously
developing new products with heightened performance and functionality. This puts
pricing pressure on existing products and constantly threatens to make them, or
causes them to be, obsolete. Our typical product life cycle is extremely short
and ranges from only three to twelve months, generating lower average selling
prices as the cycle matures. If we fail to accurately anticipate the
introduction of new technologies, we may possess significant amounts of obsolete
inventory that can only be sold at substantially lower prices and profit margins
than we anticipated. In addition, if we fail to accurately anticipate the
introduction of new technologies, we may be unable to compete effectively due to
our failure to offer products most demanded by the marketplace. If any of these
failures occur, our sales, profit margins and profitability will be adversely
affected.

IF WE FAIL TO SELECT HIGH TURNOVER PRODUCTS FOR OUR CONSIGNMENT SALES CHANNELS,
OUR FINANCING COSTS MAY EXCEED TARGETED LEVELS, WE MAY BE UNABLE TO FUND
ADDITIONAL PURCHASES OF INVENTORY AND WE MAY BE FORCED TO REDUCE PRICES AND
ACCEPT LOWER MARGINS TO SELL CONSIGNED PRODUCTS, WHICH WOULD CAUSE OUR SALES,
PROFITABILITY AND FINANCIAL RESOURCES TO DECLINE.

     We retain most risks of ownership of products in our consignment sales
channels. These products remain our inventory until their resale by our
retailers.  The turnover frequency of our inventory on consignment is critical
to generating regular cash flow in amounts necessary to keep financing costs to
targeted levels and to purchase additional inventory. If this inventory turnover
is not sufficiently frequent, our financing costs may exceed targeted levels and
we may be unable to generate regular cash flow in amounts necessary to purchase
additional inventory to meet the demand for other products. In addition, as a
result of our products' short life-cycles, which generate lower average selling
prices as the cycles mature, low inventory turnover levels may force us to
reduce prices and accept lower margins to sell consigned products. If we fail to
select high turnover products for our consignment sales channels, our sales,
profitability and financial resources may decline.

OUR INDEMNIFICATION OBLIGATIONS TO OUR RETAILERS FOR PRODUCT DEFECTS COULD
REQUIRE US TO PAY SUBSTANTIAL DAMAGES, WHICH COULD HAVE A SIGNIFICANT NEGATIVE
IMPACT ON OUR PROFITABILITY AND FINANCIAL RESOURCES.

     A number of our agreements with our retailers provide that we will defend,
indemnify and hold them, and their customers, harmless from damages and costs
that arise from product warranty claims or from claims for injury or damage
resulting from defects in our products. If such claims are asserted against us,
our insurance coverage may not be adequate to cover the costs associated with
our defense of those claims or the cost of any resulting liability we incur if
those claims are successful. A successful claim brought against us for product
defects that is in excess of, or excluded from, our insurance coverage could
adversely affect our profitability and financial resources and could make it
difficult or impossible for us to adequately fund our day-to-day operations.


                                       41
<PAGE>

IF WE ARE SUBJECTED TO ONE OR MORE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS,
OUR SALES, EARNINGS AND FINANCIAL RESOURCES MAY BE ADVERSELY AFFECTED.

     Our products rely on intellectual property developed, owned or licensed by
third parties. From time to time, intellectual property infringement claims have
been asserted against us. We expect to continue to be subjected to such claims
in the future. Intellectual property infringement claims may also be asserted
against our retailers as a result of selling our products. As a consequence, our
retailers could assert indemnification claims against us. If any third party is
successful in asserting an infringement claim against us, we could be required
to acquire licenses, which may not be available on commercially reasonable
terms, if at all, to discontinue selling certain products to pay substantial
monetary damages or to develop non-infringing technologies, none of which may be
feasible. Both infringement and indemnification claims could be time-consuming
and costly to defend or settle and would divert management's attention and our
resources away from our business. In addition, we may lack sufficient litigation
defense resources, therefore any one of these developments could place
substantial financial and administrative burdens on us and our sales and
earnings may be adversely affected.

IF WE FAIL TO SUCCESSFULLY MANAGE THE EXPANSION OF OUR BUSINESS, OUR SALES MAY
NOT INCREASE COMMENSURATELY WITH OUR CAPITAL INVESTMENTS, WHICH WOULD CAUSE OUR
PROFITABILITY TO DECLINE.

     We plan to offer new data storage and digital entertainment products in the
future. In particular, we plan to offer additional DVD-based products, including
DVRs, as well as products with heightened performance and added functionality.
We also plan to offer a next-generation DVD-based product, such as Blu-ray DVD
or HD-DVD, depending on which of these competing formats we believe is most
likely to prevail in the marketplace. These planned product offerings will
require significant investments of capital and management's close attention. In
offering new digital entertainment products, our resources and personnel are
likely to be strained because we have little experience in the digital
entertainment industry.

     We also plan to expand our sales of new and existing products into
additional sales channels, such as corporate and government procurers,
value-added resellers and value-added distributors. In addition, we plan to
further develop our product offerings over the Internet at our company websites
located at http://www.iomagic.com, http://www.dr-tech.com and
http://www.hival.com. These planned expansions will require significant
resources, including for improvement of our information systems and accounting
controls, management of product data, expansion of the capabilities of our
administrative and operational personnel, and attracting, training, managing and
retaining additional qualified personnel. Our failure to successfully manage any
of the above tasks associated with our planned product expansion and our
expansion into new sales channels could result in our sales not increasing
commensurately with our capital investments and causing a decline in our
profitability.

A SIGNIFICANT PRODUCT DEFECT OR PRODUCT RECALL COULD MATERIALLY AND ADVERSELY
AFFECT OUR BRAND IMAGE, CAUSING A DECLINE IN OUR SALES, AND COULD REDUCE OR
DEPLETE OUR FINANCIAL RESOURCES.

     A significant product defect could materially harm our brand image and
could force us to conduct a product recall. This could result in damage to our
relationships with our retailers and loss of consumer loyalty. Because we are a
small company, a product recall would be particularly harmful to us because we
have limited financial and administrative resources to effectively manage a
product recall and it would detract management's attention from implementing our
core business strategies. As a result, a significant product defect or product
recall could materially and adversely affect our brand image, causing a decline
in our sales, and could reduce or deplete our financial resources.


                                       41
                                       42
<PAGE>

IF OUR PRODUCTS ARE NOT AMONG THE FIRST-TO-MARKET, OR IF CONSUMERS DO NOT
RESPOND FAVORABLY TO EITHER OUR NEW OR ENHANCED PRODUCTS, OUR SALES AND EARNINGS
WILL DECLINE.

     One of our core business strategies is to be among the first-to-market with
new and enhanced products based on established technologies. We believe that our
I/OMagic , Digital Research Technologies  and Hi-Val  brands are perceived by
the retailers and end-users of our products as among the leaders in the data
storage industry. We also believe that these retailers and end-users view
products offered under our brands as embodying newly established technologies or
technological enhancements. For instance, in introducing new and enhanced
optical data storage products, we seek to be among the first-to-market, offering
heightened product performance such as faster data recordation and access
speeds. If our products are not among the first-to-market, our competitors may
gain market share at our expense, which would decrease our net sales and
earnings.

     As a consequence of this core strategy, we are exposed to consumer
rejection of our new and enhanced products to a greater degree than if we
offered products later in their industry life cycle. For example, our
anticipated future sales are largely dependent on future consumer demand for
DVD-based products displacing current consumer demand for CD-based products.
Accordingly, future sales and any future profits from DVD-based products are
substantially dependent upon widespread consumer acceptance of DVD-based
products. If this widespread consumer acceptance of DVD-based products does not
occur, or is delayed, our sales and earnings will be adversely affected.

A LABOR STRIKE OR CONGESTION AT A SHIPPING PORT AT WHICH OUR PRODUCTS ARE
SHIPPED OR RECEIVED COULD PREVENT US FROM TAKING TIMELY DELIVERY OF INVENTORY,
WHICH COULD CAUSE OUR SALES AND PROFITABILITY TO DECLINE.

     From time to time, shipping ports experience labor strikes, work stoppages
or congestion which delay the delivery of imported products. The port of Long
Beach, California, through which most of our products are imported from Asia,
experienced a labor strike in September 2002 which lasted nearly two weeks. As a
result, there was a significant disruption in our ability to deliver products to
our retailers, which caused our sales to decline. Any future labor strike, work
stoppage or congestion at a shipping port at which our products are shipped or
received would prevent us from taking timely delivery of inventory and cause our
sales to decline. In addition, many of our retailers impose penalties for both
early and late product deliveries, which could result in significant additional
costs to us. In the event of a similar labor strike or work stoppage in the
future, or in the event of congestion, in order to meet our delivery obligations
to our retailers and avoid penalties for missed delivery dates, we may be
required to arrange for alternative means of product shipment, such as air
freight, which could add significantly to our product costs. We would typically
be unable to pass these extra costs along to either our retailers or to
consumers. Also, because the average selling prices of our products decline,
often rapidly, during their short product life cycle, delayed delivery of
products could yield significantly less than expected sales and profits.

FAILURE TO ADEQUATELY PROTECT OUR TRADEMARK RIGHTS COULD CAUSE US TO LOSE MARKET
SHARE AND CAUSE OUR SALES TO DECLINE.

     We sell our products under three brand names, I/OMagic , Digital Research
Technologies  and Hi-Val . Each of these trademarks has been registered by us
with the United States Patent & Trademark Office. We also sell products under
various product names such as "MediaStation," "DataStation," Digital Photo
Library , EasyPrint , Sound Assault , PolarTech  and GigaBank . One of our key
business strategies is to use our brand and product names to successfully
compete in the data storage and digital entertainment industries. We have
expended significant resources promoting our brand and product names and we have
registered trademarks for our three brand names. However, we cannot assure you
that the registration of our brand name trademarks, or our other actions to
protect our non-registered product names, will deter or prevent their
unauthorized use by others. We also cannot assure you that other companies,
including our competitors, will not use our product names. If other companies,
including our competitors, use our brand or product names, consumer confusion


                                       43
<PAGE>

could result, meaning that consumers may not recognize us as the source of our
products. This would reduce the value of goodwill associated with these brand
and product names. This consumer confusion and the resulting reduction in
goodwill could cause us to lose market share and cause our sales to decline.

CONSUMER ACCEPTANCE OF ALTERNATIVE SALES CHANNELS MAY INCREASE. IF WE ARE UNABLE
TO ADAPT TO THESE ALTERNATIVE SALES CHANNELS, SALES OF OUR PRODUCTS MAY DECLINE.

     We are accustomed to conducting business through traditional retail sales
channels. Consumers purchase our products predominantly through a small number
of retailers. For example, during the first nine months of 2004, six of our
retailers accounted for 83% of our total net sales. Similarly, during 2003, six
of our retailers accounted for 78% of our total net sales. We currently generate
only a small number of direct sales of our products through our Internet
websites. We believe that many of our target consumers are knowledgeable about
technology and comfortable with the use of the Internet for product purchases.
Consumers may increasingly prefer alternative sales channels, such as direct
mail order or direct purchase from manufacturers. In addition, Internet commerce
is becoming increasingly accepted by consumers as a convenient, secure and
cost-effective method of purchasing data storage and digital entertainment
products. The migration of consumer purchasing habits from traditional retailers
to Internet retailers could have a significant impact on our ability to sell our
products. We cannot assure you that we will be able to predict and respond to
increasing consumer preference of alternative sales channels. If we are unable
to adapt to alternative sales channels, sales of our products may decline.

OUR OPERATIONS ARE VULNERABLE BECAUSE WE HAVE LIMITED REDUNDANCY AND BACKUP
SYSTEMS.

     Our internal order, inventory and product data management system is an
electronic system through which our retailers place orders for our products and
through which we manage product pricing, shipment, returns and other matters.
This system's continued and uninterrupted performance is critical to our
day-to-day business operations. Despite our precautions, unanticipated
interruptions in our computer and telecommunications systems have, in the past,
caused problems or stoppages in this electronic system. These interruptions, and
resulting problems, could occur in the future. We have extremely limited ability
and personnel to process purchase orders and manage product pricing and other
matters in any manner other than through this electronic system. Any
interruption or delay in the operation of this electronic system could cause a
significant decline in our sales and profitability.

OUR STOCK PRICE IS HIGHLY VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
INVESTORS PURCHASING SHARES OF OUR COMMON STOCK AND IN LITIGATION AGAINST US.

     The market price of our common stock has fluctuated significantly in the
past and may continue to fluctuate significantly in the future. During the first
nine months of 2004, the high and low closing bid prices of a share of our
common stock were $4.50 and $3.45, respectively. During 2003, the high and low
closing bid prices of a share of our common stock were $8.50 and $3.50,
respectively. The market price of our common stock may continue to fluctuate in
response to one or more of the following factors, many of which are beyond our
control:

-     changes in market valuations of similar companies;

-     stock market price and volume fluctuations generally;

-     economic conditions specific to the data storage or digital entertainment
      products industries;

-     announcements by us or our competitors of new or enhanced products or
      technologies or of significant contracts, acquisitions, strategic
      relationships, joint ventures or capital commitments;


                                       44
<PAGE>

-     the loss of one or more of our top six retailers or the cancellation or
      postponement of orders from any of those retailers;

-     delays in our introduction of new products or technological innovations or
      problems in the functioning of these new products or innovations;

-     disputes or litigation concerning our rights to use third parties'
      intellectual property or third parties' infringement of our intellectual
      property;

-     changes in our pricing policies or the pricing policies of our
      competitors;

-     changes in foreign currency exchange rates affecting our product costs and
      pricing;

-     regulatory developments or increased enforcement;

-     fluctuations in our quarterly or annual operating results;

-     additions or departures of key personnel; and

-     future sales of our common stock or other securities.

     The price at which you purchase shares of our common stock may not be
indicative of the price that will prevail in the trading market. You may be
unable to sell your shares of common stock at or above your purchase price,
which may result in substantial losses to you.

     In the past, securities class action litigation has often been brought
against a company following periods of stock price volatility. We may be the
target of similar litigation in the future. Securities litigation could result
in substantial costs and divert management's attention and our resources from
our business. Any of the risks described above could have an adverse effect on
our business, financial condition and results of operations and therefore on the
price of our common stock.

OUR COMMON STOCK HAS A SMALL PUBLIC FLOAT AND SHARES OF OUR COMMON STOCK
ELIGIBLE FOR PUBLIC SALE COULD CAUSE THE MARKET PRICE OF OUR STOCK TO DROP, EVEN
IF OUR BUSINESS IS DOING WELL.

     As of November 15, 2004, there were approximately 4.5 million shares of our
common stock outstanding. As a group, our executive officers, directors and 10%
shareholders beneficially own approximately 3.5 million of these shares.
Accordingly, our common stock has a public float of approximately 1.0 million
shares held by a relatively small number of public investors. In addition, we
have a registration statement on Form S-8 in effect covering 133,334 shares of
common stock issuable upon exercise of options under our 2002 Stock Option Plan
and a registration statement on Form S-8 in effect covering 400,000 shares of
common stock issuable upon exercise of options under our 2003 Stock Option Plan.
Currently, options covering 126,050 shares of common stock are outstanding under
our 2002 Stock Option Plan and no options are outstanding under our 2003 Stock
Option Plan. The shares of common stock issued upon exercise of these options
will be freely tradable without restriction or further registration, except to
the extent purchased by one of our affiliates.

     We cannot predict the effect, if any, that future sales of shares of our
common stock into the public market will have on the market price of our common
stock. However, as a result of our small public float, sales of substantial
amounts of common stock, including shares issued upon the exercise of stock
options or warrants, or an anticipation that such sales could occur, may
materially and adversely affect prevailing market prices for our common stock.


                                       45
<PAGE>

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE HIGHLY CONCENTRATED, IT MAY
PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE OUR STOCK
PRICE TO DECLINE.

     As a group, our executive officers, directors, and 10% stockholders
beneficially own or control approximately 75% of our outstanding shares of
common stock (after giving effect to the exercise of all outstanding vested
options exercisable within 60 days from November 15, 2004). As a result, our
executive officers, directors, and 10% stockholders, acting as a group, have
substantial control over the outcome of corporate actions requiring stockholder
approval, including the election of directors, any merger, consolidation or sale
of all or substantially all of our assets, or any other significant corporate
transaction. Some of these controlling stockholders may have interests different
than yours. For example, these stockholders may delay or prevent a change in
control of I/OMagic, even one that would benefit our stockholders, or pursue
strategies that are different from the wishes of other investors. The
significant concentration of stock ownership may adversely affect the trading
price of our common stock due to investors' perception that conflicts of
interest may exist or arise.

OUR ARTICLES OF INCORPORATION, OUR BYLAWS AND NEVADA LAW EACH CONTAIN PROVISIONS
THAT COULD DISCOURAGE TRANSACTIONS RESULTING IN A CHANGE IN CONTROL OF I/OMAGIC,
WHICH MAY NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

     Our articles of incorporation and our bylaws contain provisions that may
enable our board of directors to discourage, delay or prevent a change in the
ownership of I/OMagic or in our management. In addition, these provisions could
limit the price that investors would be willing to pay in the future for shares
of our common stock. These provisions include the following:

-     our board of directors is authorized, without prior stockholder approval,
to create and issue preferred stock, commonly referred to as "blank check"
preferred stock, with rights senior to those of our common stock;

-     our stockholders are permitted to remove members of our board of directors
only upon the vote of at least two-thirds of the outstanding shares of stock
entitled to vote at a meeting called for such purpose or by written consent; and

-     our board of directors are expressly authorized to make, alter or repeal
our bylaws.
     In addition, we may be subject to the restrictions contained in Sections
78.378 through 78.3793 of the Nevada Revised Statutes which provide, subject to
certain exceptions and conditions, that if a person acquires a "controlling
interest," which is equal to either one-fifth or more but less than one-third,
one-third or more but less than a majority, or a majority or more of the voting
power of a corporation, that person is an "interested stockholder" and may not
vote that person's shares. The effect of these restrictions may be to
discourage, delay or prevent a change in control of I/OMagic.

WE CANNOT ASSURE YOU THAT AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK WILL
DEVELOP OR, IF IT DOES DEVELOP, WILL BE MAINTAINED IN THE FUTURE. IF AN ACTIVE
MARKET DOES NOT DEVELOP, YOU MAY NOT BE ABLE TO READILY SELL YOUR SHARES OF OUR
COMMON STOCK.

     On March 25, 1996, our common stock commenced trading on the OTC Bulletin
Board. Since that time, there has been limited trading in our shares, at widely
varying prices, and the trading to date has not created an active market for our
shares. We cannot assure you that an active market for our shares will be
established or maintained in the future. If an active market is not established
or maintained, you may not be able to readily sell your shares of our common
stock.


                                       46
<PAGE>

BECAUSE WE ARE SUBJECT TO "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY IN
OUR COMMON STOCK MAY BE REDUCED. IF THE LEVEL OF TRADING ACTIVITY IS REDUCED,
YOU MAY NOT BE ABLE TO READILY SELL YOUR SHARES OF OUR COMMON STOCK.

     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 are, generally, equity securities with a price of less
than $5.00 per share that trade on the OTC Bulletin Board or the Pink Sheets.
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 investing in the penny stock market. The broker-dealer
also must provide the prospective investor with current bid and offer quotations
for the penny stock and the amount of compensation to be paid to the
broker-dealer and its salespeople in the transaction. Furthermore, 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 must provide
each holder of penny stock with a monthly account statement showing the market
value of each penny stock held in the customer's account. In addition,
broker-dealers who sell penny stocks 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 prospective investor and receive
the purchaser's written agreement to the transaction. These requirements may
have the effect of reducing the level of trading activity in a penny stock, such
as our common stock, and investors in our common stock may find it difficult to
sell their shares.


                                       47
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our operations were not subject to commodity price risk during the first
nine months of 2004. Our sales to a foreign country (Canada) were approximately
1.8% of our total sales for the first nine months of 2004, and thus we
experienced negligible foreign currency exchange rate risk. We do not hedge
against this risk.

     We currently have an asset-based business loan agreement with United
National Bank in an amount of up to $6.0 million. The line of credit provides
for an interest rate equal to the prime lending rate as reported in The Wall
Street Journal plus 0.75%. This interest rate is adjustable upon each movement
in the prime lending rate. If the prime lending rate increases, our interest
rate expense will increase on an annualized basis by the amount of the increase
multiplied by the principal amount outstanding under the United National Bank
business loan agreement.

ITEM 4.  CONTROLS AND PROCEDURES

     Our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of September 30, 2004, that the design and
operation of our "disclosure controls and procedures" (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange
Act")) are effective to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
principal  executive officer and our principal financial officer, as appropriate
to allow timely decisions regarding whether or not disclosure is required.

     During the nine months ended September 30, 2004, there were no changes in
our "internal controls over financial reporting" (as defined in Rule 13a - 15(f)
under the Exchange Act) that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial reporting.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     Hi-Val, Inc.

     On August 2, 2001, Mark and Mitra Vakili filed a complaint in the Superior
Court of the State of California for the County of Orange against Tony Shahbaz,
our Chairman, President, Chief Executive Officer and Secretary. This complaint
was later amended to add Alex Properties and Hi-Val, Inc. as plaintiffs, and
I/OMagic, IOM Holdings, Inc., Steel Su, a director of I/OMagic, and Meilin Hsu,
an officer of Behavior Tech. Computer Corp., as defendants. The final amended
complaint alleged causes of action based upon breach of contract, fraud, breach
of fiduciary duty and negligent misrepresentation and sought monetary damages
and rescission. As a result of successful motions for summary judgment,
I/OMagic, Mr. Su and Ms. Hsu were dismissed as defendants. On February 18, 2003,
a jury verdict adverse to the remaining defendants was rendered, and on or about
March 28, 2003, all parties to the action entered into a Settlement Agreement
and Release which settled this action prior to the entry of a final judgment. As
part of the Settlement Agreement and Release, Mr. Shahbaz and Mr. Su
relinquished their interests in Alex Properties and the Vakilis relinquished
66,667 shares of our common stock, of which 13,333 shares were transferred to a
third party designated by the Vakilis. In addition, we agreed to make payments
totaling $4.0 million in cash and entered into a new written lease agreement
with Alex Properties relating to the real property in Santa Ana, California,
which we physically occupied. On September 30, 2003, pursuant to the terms of
the lease agreement, we vacated this real property. During the latter part of
2003 and continuing into the first quarter of 2004, Mark and Mitra Vakili and
Alex Properties alleged that we had improperly caused damage to the Santa Ana
facility. On or about February 15, 2004, all parties to the original Settlement
Agreement and Release executed a First Amendment to Settlement Agreement and
Release, releasing all defendants from all of these new claims conditioned upon
the making of the final $1.0 million payment under the Settlement Agreement and
Release by February 17, 2004, rather than on the original due date of March 15,
2004. We made this payment, and a dismissal of the case was filed with the court
on March 8, 2004.

     Horwitz and Beam

     On May 30, 2003, I/OMagic and IOM Holdings, Inc. filed a complaint for
breach of contract and legal malpractice against Lawrence W. Horwitz, Gregory B.
Beam, Horwitz & Beam, Lawrence M. Cron, Horwitz & Cron, Kevin J. Senn and Senn
Palumbo Meulemans, LLP, our former attorneys and their respective law firms, in
the Superior Court of the State of California for the County of Orange. The
complaint seeks damages of $15 million arising out of the defendants'
representation of I/OMagic and IOM Holdings, Inc. in an acquisition transaction
and in a separate arbitration matter. On November 6, 2003, we filed our First
Amended Complaint against all defendants. Defendants have responded to our First
Amended Complaint denying our allegations. Defendants Lawrence W. Horwitz and
Lawrence M. Cron have also filed a Cross-Complaint against us for attorneys'
fees in the approximate amount of $79,000. We have denied their allegations in
the Cross-Complaint. As of the date of this report, discovery has commenced and
a trial date in this action has been set for January 24, 2005. The outcome of
this action is presently uncertain. However, we believe that all of our claims
are meritorious.

     Magnequench International, Inc.

     On March 15, 2004, Magnequench International, Inc., or plaintiff, filed an
Amended Complaint for Patent Infringement in the United States District Court of
the District of Delaware against, among others, I/OMagic, Sony Corp., Acer Inc.,
Asustek Computer, Inc., Iomega Corporation, LG Electronics, Inc., Lite-On
Technology Corporation and Memorex Products, Inc., or defendants. The complaint
seeks to permanently enjoin defendants from, among other things, selling
products that allegedly infringe one or more claims of plaintiff's patents. The
complaint also seeks damages of an unspecified amount, and treble damages based
on defendants' alleged willful infringement. In addition, the complaint seeks
reimbursement of plaintiff's costs as well as reasonable attorney's fees, and a
recall of all existing products of defendants that infringe one or more claims
of plaintiff's patents that are within the control of defendants or their
wholesalers and retailers. Finally, the complaint seeks destruction (or
reconfiguration to non-infringing embodiments) of all existing products in the
possession of defendants that infringe one or more claims of plaintiff's


                                       49
<PAGE>

patents. As of the date of this report, we have filed a response denying
plaintiff's claims and asserting defenses to plaintiff's causes of action
alleged in the complaint. The outcome of this action is presently uncertain.
However, at this time, we do not expect the defense or outcome of this action to
have a material adverse affect on our business, financial condition or results
of operations.

     In  addition, we are involved in certain legal proceedings and claims which
arise  in  the  normal course of business.  Management does not believe that the
outcome  of  these matters will have a material effect on our financial position
or  results  of  operations.

ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES

None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     As  of  September  30,  2004,  we were not in compliance with our financial
covenant  with United National Bank to maintain a tangible net worth of at least
$10.5 million.  As a consequence, we were, and at the time of the filing of this
report  are, in default under our line of credit with United National Bank.  Our
agreement with United National Bank provides that if the bank calls the loan due
because of a default, other than a payment default, we may repay the loan in six
equal  monthly  installments  unless we obtain a replacement credit facility, in
which  case  all  amounts  would  be  immediately  due  and  payable.

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

None.

ITEM  5.  OTHER  INFORMATION

None.

ITEM  6.  EXHIBITS

     Number     Description
     ------     -----------

       10       Change in Terms Agreement, dated November 1, 2004, between
                I/OMagic Corporation and United National Bank*

       31       Certifications Required by Rule 13a-14(a) of the Securities
                Exchange Act of 1934, as amended, as Adopted Pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002*

       32       Certifications of Chief Executive Officer and Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002*
     ----------------------------------
        *       Filed herewith.


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<PAGE>

                                   SIGNATURES

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

                         I/OMAGIC  CORPORATION

Dated:   November  15,  2004     By:    /s/  Tony  Shahbaz
                                        -----------------
                                        Tony  Shahbaz,  President  and
                                        Chief Executive  Officer
                                        (principal  executive officer)

Dated:   November  15,  2004     By:    /s/  Steve  Gillings
                                        --------------------
                                        Steve  Gillings,  Chief  Financial
                                        Officer (principal  financial  and
                                        accounting  officer)

                                       51
<PAGE>

EXHIBITS  FILED  WITH  THIS  REPORT

Exhibit
Number     Description
------          ---------------

10          Change in Terms Agreement, dated November 1, 2004, between I/OMagic
            Corporation and United National Bank

31          Certifications Required by Rule 13a-14(a) of the Securities Exchange
            Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

32          Certifications of Chief Executive Officer and Chief Financial
            Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

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