##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 Amendment No. 1
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to  Commission File Number: 0-25790
      PC MALL, INC.
 (Exact name of Registrant as
    specified in its charter)
      Delaware

95-4518700(State or other jurisdiction
    of

(IRS Employerincorporation or
    organization)

Identification
    Number)   2555 West
    190th Street, Suite 201, Torrance, CA 90504 (Address
    of principal executive offices, including zip
    code)
  (310) 354-5600
    (Registrants telephone number, including area
    code)
      Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.001 par
    value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
  None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K Form 10-K, Form 10-K.




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##### 



PC MALL,
    INC.
  TABLE OF
    CONTENTS
  PagePART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


2Item 11.


Executive
    Compensation


3Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


17Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


19Item 14.


Principal
    Accounting Fees and Services


20PART IVItem 15.


Exhibits and
    Financial Statement Schedules


21Signatures


24   1




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PC MALL,
    INC.
 PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Information
    Regarding Our Board of Directors
    Name

Age

Position

Director SinceFrank F. Khulusi


40


Chairman of the Board, President
    and Chief Executive Officer


1987Thomas A. Maloof(2)


55


Director


1998Ronald B. Reck(1)(2)


58


Director


1999Paul C. Heeschen(1)(2)(3)


49


Director


2006     (1)
    
    Member of our compensation committee.(2)
    
    Member of our audit committee.(3)
    
    Elected to become a member of our board of directors, including
    our audit committee and the compensation committee, effective
    February 6, 2006, to fill the vacancy caused by
    Mr. Mark C. Laytons resignation, which was effective
    February 1, 2006.  Frank F. Khulusi
  Thomas A. Maloof
  Ronald B. Reck
  Paul C. Heeschen
  Executive
    Officers
  Form 10-K
 2




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Corporate
    Governance
  Identification
    of Our Audit Committee
  Rule 10A-3
  Code of
    Business Conduct and Ethics
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      ITEM 11.
    EXECUTIVE
    COMPENSATION  COMPENSATION
    DISCUSSION AND ANALYSIS
  Executive
    Compensation Philosophy and Principles
    
    link executive compensation to the creation of stockholder value;
    reward contributions of executive officers that enhance our
    specific business goals; and
    attract, retain and motivate high quality individuals.   3




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Executive
    Compensation Process
    
    reviews the performance of our executive officers and each of
    the components of their compensation;
    evaluates the effectiveness of our overall executive
    compensation program on a periodic basis; and
    administers our stock and bonus plans and, within the terms of
    the respective stock plan, determines the terms and conditions
    of the issuances thereunder.      Total
    Compensation of Executive Officers
         4




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Base
    Salaries
      Short-Term
    Incentive Compensation
  year-over-year
 5




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Long-Term
    Incentive Compensation
        Timing,
    Pricing and Terms of Stock Option Awards
   6




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Employment
    Agreements and Severance and
    Change-in-Control
    Arrangements
      
    If Mr. Khulusis employment is terminated by the
    Company without cause (which may occur at any time upon
    90 days advance written notice to Mr. Khulusi),
    the Company will pay him his salary through the end of the
    notice period and, in addition, a lump sum amount equal to two
    times the total salary and bonus compensation paid to him for
    the twelve months immediately preceding the notice of
    termination;
    If Mr. Khulusis employment is terminated by him for
    good reason (which may occur upon 30 days advance
    written notice to the Company), including as a result of the
    Company notifying him of its decision to not renew the
    employment agreement for an additional period as described
    above, the Company will pay him a lump sum upon such termination
    equal to two times the total salary and bonus compensation paid
    to him for the twelve months immediately preceding the notice of
    termination; and
    In the event of a change of control of the Company, upon
    consummation of the change of control, Mr. Khulusis
    employment agreement will terminate and he will receive a lump
    sum payment equal to two times the total salary and bonus
    compensation paid to him for the twelve months immediately
    preceding the change of control.      
    there is consummated (i) any consolidation or merger of the
    Company in which the Company is not the continuing or surviving
    corporation or pursuant to which shares of the Companys
    common stock would be converted into cash, securities or other
    property, other than a merger of the Company in which the
    holders of the Companys common stock immediately prior to
    the merger have the same proportionate ownership of common stock
    of the surviving corporation immediately after the merger,
    (ii) any reverse merger in which the Company is the
    continuing or surviving corporation but in which securities
    possessing more than 50% of the total combined voting power of
    the Companys outstanding securities are transferred to a
    person or persons different from those who hold such securities 7




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immediately prior to the merger, or (iii) any sale, lease,
    exchange or other transfer (in one or more related transactions)
    of all, or substantially all, of the assets of the Company;  
    our stockholders approve a plan or proposal for the liquidation
    or dissolution of us;
    any person other than Mr. Khulusi or certain of his
    relatives or affiliates become the direct or indirect beneficial
    owners of 20% or more of our common stock (other than as a
    result of purchases by such person directly from us); or  
    during any
    12-month
    period, individuals who at the beginning of the period
    constitute our entire Board of Directors cease for any reason to
    constitute a majority thereof unless the election, or the
    nomination for election by our stockholders, of each new
    director was approved by a vote of at least a majority of the
    directors then still in office who were directors at the
    beginning of the period.         8




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change-in-control change-in-control
  Form 10-K
  Perquisites
    and Other Benefits
   9




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Policy
    Regarding Deductibility of Compensation
      EXECUTIVE
    AND DIRECTOR COMPENSATION
  Summary
    Compensation Table
    Non-EquityOption


Incentive Plan


All OtherSalary


Bonus


Awards


Compensation


Compensation


TotalName and Principal Position

Year


($)


($)


($)(2)


($)


($)


($)Frank F. Khulusi


2006


$
767,702






$
103,740


$
157,357
(1)

$
10,701
(3)

$
1,039,500President and CEOTheodore R. Sanders


2006



300,000







81,691



84,384



16,721
(4)


482,796Chief Financial
    OfficerKristin M. Rogers


2006



296,403


$
82,928



98,917







15,598
(4)


493,846Executive Vice President,
    SalesDaniel J. DeVries


2006



257,500



78,143



57,549







19,481
(4)


412,673Executive Vice President,
    MarketingRobert I. Newton


2006



250,000



90,000



159,980







4,955
(3)


504,935General Counsel and
    Secretary     (1)
    
    Excludes certain bonus amounts under our executive bonus plan,
    which were awarded to Mr. Khulusi by the Compensation
    Committee, but which Mr. Khulusi voluntarily declined to
    receive as follows: $13,718 and $38,228 relating to the quarters
    ended March 31, 2006 and June 30, 2006, and $55,955,
    representing half of his bonus relating the quarter ended
    September 30, 2006. In total, Mr. Khulusi elected not
    to receive bonus payments aggregating $107,901 for fiscal 2006.(2)
    
    Represents the dollar amounts associated with the named
    executive officers option grants that are recognized as
    stock-based compensation expense in the 2006 fiscal year for
    financial statement reporting purposes in accordance with
    SFAS 123R, resulting from the vesting in 2006 of options
    granted in the years 2004 and 2005. For a detailed discussion of
    the assumptions made in the valuation of stock option awards,
    please see Notes 2 and 4 of our Notes to the Consolidated
    Financial Statements included in our original filing of this
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006. 10




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(3)
    
    Represents medical and dental insurance premiums we subsidized
    on behalf of the executive above and beyond pricing that is
    available to the general employee population.(4)
    
    Includes medical and dental insurance premiums we subsidized on
    behalf of the executive above and beyond pricing that is
    available to the general employee population and car allowances.  Grants of
    Plan-Based Awards (2006)
    Outstanding
    Equity Awards at Fiscal Year-End (2006)
    Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised


Unexercised


Option


OptionOptions (#)


Options (#)


Exercise


ExpirationName

Exercisable


Unexercisable


Price ($)


DateFrank F. Khulusi


50,000






$
2.84



06/10/200962,500



37,500
(1)


6.23



10/28/2014Theodore R. Sanders


25,000







0.90



08/15/201213,000







2.84



06/10/20091,800







0.74



08/31/200840,000







0.76



09/21/200840,000







0.60



04/17/201125,000



15,000
(1)


6.23



10/28/201417,500



17,500
(2)


4.41



06/28/2015Kristin M. Rogers


27,500







0.90



08/15/201234,500







3.23



01/19/201040,000







0.60



04/17/201125,000



15,000
(1)


6.23



10/28/201425,000



25,000
(2)


4.41



06/28/2015Daniel J. DeVries


7,500







0.75



07/01/200722,737







0.90



08/15/201235,000
(5)






2.84



06/10/200915,086







0.65



06/15/200842,606







0.60



04/17/201112,500



12,500
(4)


6.23



10/28/201410,000



10,000
(2)


4.41



06/28/2015Robert I. Newton


41,667



8,333
(3)


6.92



06/08/201425,000



25,000
(2)


4.41



06/28/2015     (1)
    
    These options were granted on October 28, 2004 and vested
    as to 25% on grant date, with the remaining 75% vesting
    quarterly in equal installments over four years, with full
    vesting on October 28, 2008.(2)
    
    These options were granted on June 28, 2005 and vest
    quarterly in equal installments over three years, with full
    vesting on June 28, 2008.(3)
    
    These options were granted on June 8, 2004 and vest
    quarterly in equal installments over three years, with full
    vesting on June 8, 2007.(4)
    
    These options were granted on October 28, 2004 and vest
    quarterly in equal installments over four years, with full
    vesting on October 28, 2008. 11




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(5)
    
    This includes options to purchase 17,357 shares of our
    common stock that have been transferred pursuant to a divorce
    settlement.  Option
    Exercises and Stock Vested (2006)
    Option AwardsNumber of Shares


Value RealizedAcquired on Exercise


on ExerciseName

(#)


($)Frank F. Khulusi


400,000


$
2,219,000
(1)Theodore R. Sanders






Kristin M. Rogers






Daniel J. DeVries






Robert I. Newton






     (1)
    
    Value realized was computed by calculating the difference
    between the market price of our stock at the exercise date,
    which was May 11, 2006, and the exercise prices of the
    options exercised.  Effect of
    eCOST.com Spin-Off on PC Mall Stock Options
  Form 8-K
    Pension
    Benefits (2006)
   12




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Non-Qualified
    Deferred Compensation (2006)
    Potential
    Payments Upon Termination or Change in Control (2006)
  Change-in-Control
    
    the option is not assumed or replaced (by an option or
    comparable cash incentive) by the successor entity as part of
    such transaction; or
    the option is assumed or replaced, but such officers
    employment is terminated by the successor entity without cause
    or by the executive for good reason within twelve
    (12) months of the change of control.    
    the direct or indirect acquisition by any person or related
    group of persons of more than 50% of the total voting power our
    outstanding stock;
    a change in the composition of our board over a period of
    36 months or less such that a majority of our continuing
    directors cease to be members of our board;
    a merger or consolidation in which we are not the surviving
    entity or in which we survive as an entity but in which more
    than 50% of the voting power of our outstanding securities are
    transferred to persons different from those who held such
    securities immediately prior to such merger; or
    the sale, transfer or other disposition of all or substantially
    all of our assets or the liquidation or dissolution of us.    
    The termination
    and/or the
    qualified change in control event occurred on December 29,
    2006 (the last business day of our last completed fiscal year);
    The price per share of our common stock on the date of
    termination is $10.54 (the closing market price of our common
    stock on the Nasdaq Global Market on December 29,
    2006); and
    With respect to unvested stock options, the options are not
    assumed or replaced as described above.  13




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Death orVoluntary


Permanent


Change of


InvoluntaryName

Termination


Disability


Control


TerminationFrank F. KhulusiEmployment Agreement

$
1,850,118
(1)(2)


See
(8)

$
1,850,118
(2)(3)

$
1,850,118
(2)(7)Acceleration of Unvested Options










161,625
(5)


Total:

$
1,850,118






$
2,011,743


$
1,850,118Theodore R. SandersEmployment Agreement













$
150,000
(4)(7)Acceleration of Unvested Options









$
171,925
(5)


Total:









$
171,925


$
150,000Kristin M. RogersEmployment Agreement













$
159,286
(6)(7)Acceleration of Unvested Options









$
139,881
(5)


Total:









$
139,881


$
159,286Daniel J. DeVriesEmployment Agreement













$
128,750
(4)(7)Acceleration of Unvested Options









$
72,297
(5)


Total:









$
72,297


$
128,750Robert I. NewtonEmployment Agreement













$
125,000
(4)(7)Acceleration of Unvested Options









$
132,334
(5)


Total:









$
132,234


$
125,000     (1)
    
    This severance benefit is provided pursuant to
    Mr. Khulusis employment agreement if his employment
    with us is terminated by Mr. Khulusi for good
    reason, as defined in his employment agreement, including
    if we choose to not renew the agreement.(2)
    
    Estimated severance payment is to be made in a single lump sum
    payment upon the termination or change of control, as applicable.(3)
    
    Pursuant to the terms of his employment agreement, to the extent
    the severance payment payable to Mr. Khulusi in the event
    of a change of control, either alone or together with other
    payments he has the right to receive from us, would not be
    deductible (in whole or in part) by us as a result of the
    payment constituting a parachute payment under
    Section 280G of the Internal Revenue Code, the severance
    payment will be reduced to the maximum deductible amount under
    the Code.(4)
    
    Severance payments are to be made in equal installments over a
    period of six months following the date of termination.(5)
    
    Represents the value of outstanding stock options as of
    December 31, 2006 that would vest upon consummation of a
    change in control. Assumes that the vested options are
    immediately exercised and the shares received upon exercise are
    immediately resold at the assumed per share price on the date of
    termination. As described above, the option agreements of
    Mr. Khulusi and Mr. Sanders provide for the full
    acceleration of vesting upon a change of control. The option
    agreements of our other named executive officers provide for
    partial acceleration of vesting upon a change of control if
    certain additional conditions occur, as described above. The
    amounts indicated in the table for the other named executive
    officers assume that the additional conditions occurred at or
    following a change of control.(6)
    
    Includes $9,286 of severance benefit relating to costs to
    continue health insurance benefits for Ms. Rogers and her
    family. Payments are to be made in equal bi-monthly installments
    over the six month severance period following the date of
    termination. All severance payment obligations, however, shall
    cease as of a date on which Ms. Rogers obtains other
    employment during the six month severance period. 14




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(7)
    
    The amount indicated reflects payments upon a termination not
    for cause. In the event of the individuals termination for
    cause, no payment would be payable, except that pursuant to
    Mr. Khulusis employment agreement, if he is
    terminated for cause (which may occur upon 30 days
    advance written notice), he is to be paid his salary through the
    end of the notice period.(8)
    
    Upon executives death, we are required to pay to
    executives beneficiaries or estate the compensation to
    which he is entitled through the end of the month in which death
    occurs. Upon executives disability, which in the sole
    opinion of the Board, if executive is not able to properly
    perform his duties for more than 270 days in the aggregate
    or 180 consecutive days in any twelve month period, then
    executives employment shall termination on the last day of
    the month in which the Board determines executive to be disabled
    and be entitled to executives compensation through
    executives last day of employment.  Director
    Compensation (2006)
    Fees Earned or


Option Awards


All OtherName

Paid in Cash ($)


($)(3)(4)


Compensation ($)


Total ($)Thomas A. Maloof

$
54,500


$
100,769






$
155,269Ronald B. Reck


45,500



83,543


$
1,669



130,712Paul C. Heeschen(1)


40,500



32,932
(5)






73,432Mark C. Layton(2)


10,500



12,273







22,773     (1)
    
    Mr. Heeschen was appointed to our board of directors
    effective February 6, 2006 to fill the vacancy created by
    the resignation of Mr. Layton, as discussed below.(2)
    
    Effective February 1, 2006, Mr. Layton resigned from
    our board of directors, when PFSweb, Inc. completed its
    acquisition of eCOST.com, Inc., our former subsidiary.
    Mr. Layton is the Chairman and Chief Executive Officer of
    PFSweb. Mr. Layton exercised all of his exercisable options
    within the time period allotted after his resignation and had no
    outstanding option awards as of December 31, 2006.(3)
    
    As of December 31, 2006, each of our directors had the
    following aggregate number of option awards outstanding:
    Mr. Maloof  86,000, Mr. Reck 
    51,000 and Mr. Heeschen  20,000.
    Mr. Layton, who resigned from our board effective
    February 1, 2006, had no options outstanding as of
    December 31, 2006.(4)
    
    Represents the dollar amount associated with the directors
    option grant that is recognized as stock-based compensation
    expense in the 2006 fiscal year for financial statement
    reporting purposes in accordance with SFAS 123R, resulting
    from the vesting in 2006 of options granted in 2004, 2005 and
    2006. For a detailed discussion of the assumptions made in the
    valuation of stock option awards, please see Notes 2 and 4
    of our Notes to the Consolidated Financial Statements included
    in our original filing of this Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(5)
    
    We granted no option awards to our directors in 2006, with the
    exception of the option award granted to Mr. Heeschen upon
    his appointment to our board of directors on February 6,
    2006 as described below. The grant date fair value of this
    option award was $87,820.  out-of-pocket Form 10-K,
 15




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Form 10-K.
    COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
    COMPENSATION
    COMMITTEE REPORT
  Form 10-K
        16




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Percentage ofNumber of Shares


Shares BeneficiallyName of Beneficial Owner

Beneficially Owned


Owned5% or Greater
    Stockholders:Jonathan L. Kimerling(1)


1,171,000



9.4
%Boston Avenue Capital, LLC(2)


1,054,305



8.5Dimensional Fund Advisors
    LP(3)


707,414



5.7Wells Fargo and Company(4)


653,096



5.3Citadel Limited Partnership(5)


652,238



5.3Amre A. Youness(6)


622,000



5.0Current Directors and Executive
    Officers:Frank F. Khulusi


2,169,471
(7)


17.3Theodore R. Sanders


168,967
(8)


1.3Kristin M. Rogers


159,917
(9)


1.3Daniel J. DeVries


133,464
(10)


1.1Robert I. Newton


79,167
(11)


*Thomas A. Maloof


77,250
(12)


*Ronald B. Reck


73,500
(13)


*Paul C. Heeschen


16,227
(14)


*All current directors and
    executive officers as a group (8 persons)


2,860,606
(15)


21.7
%     *
    
    Less than 1%(1)
    
    Based on information contained in Schedule 13D/A filed on
    September 13, 2006 by Jonathan L. Kimerling and
    Four Leaf Management, LLC, Jonathan L. Kimerling has sole voting
    and dispositive power with respect to 1,171,000 shares of
    our common stock (includes all shares held by Mr. Kimerling
    in an investment retirement account and shares held as custodian
    on behalf of Joel Kimerling, Victoria Kimerling and Isabella
    Kimerling) and Four Leaf Management, LLC has sole voting and
    dispositive power with respect to 1,028,000 shares of our
    common stock. Mr. Kimerling is the sole managing member of
    Four Leaf Management LLC. The address for Mr. Kimerling and
    Four Leaf Management LLC is c/o Jonathan L. Kimerling, 2968
    Cherokee Road, Birmingham, Alabama 35223.(2)
    
    Based on information contained in Schedule 13D/A filed on
    March 13, 2007 by Boston Avenue Capital, LLC, Value
    Fund Advisors, LLC and Charles M. Gillman, Boston Avenue
    Capital, LLC has sole voting and dispositive power with respect
    to 1,054,305 shares of our common stock. Boston Avenue
    Capital, LLC is managed by Value Fund Advisors, LLC, which
    is owned and managed by Charles M. Gillman. The address for
    Boston Avenue Capital, LLC is 415 South Boston, 9th Floor,
    Tulsa, Oklahoma 74103. 17




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##### Table of Contents



(3)
    
    Based on information contained in Schedule 13G filed on
    February 9, 2007 by Dimensional Fund Advisors LP,
    Dimensional Fund Advisors LP has sole voting and
    dispositive power with respect to 707,414 shares of our
    common stock. According to the Schedule 13G, Dimensional
    Fund Advisors LP furnishes investment advice to four
    registered investment companies and serves as investment manager
    to certain other commingled group trusts and separate accounts,
    collectively known as the Funds. The address for
    Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa
    Monica, California 90401.(4)
    
    Based on information contained in Schedule 13G/A filed on
    March 9, 2007 by Wells Fargo and Company and Wells Capital
    Management Incorporated, Wells Fargo and Company has sole voting
    power with respect to 635,796 shares and sole dispositive
    power with respect to 653,096 shares of our common stock,
    and Wells Capital Management Incorporated has sole voting power
    with respect to 600,696 shares and sole dispositive power
    with respect to 653,096 shares of our common stock. Wells
    Fargo and Company is the parent holding company of Wells Capital
    Management Incorporated, which is a registered investment
    advisor. The address for Wells Fargo and Company is 420
    Montgomery Street, San Francisco, California 94104 and
    the address for Wells Capital Management Incorporated is 525
    Market Street, San Francisco, CA 94105.(5)
    
    Based on information contained in Schedule 13G filed on
    April 4, 2007 by Citadel Limited Partnership, Citadel
    Investment Group, L.L.C., Kenneth Griffin, Citadel Equity
    Fund Ltd. and Citadel Derivatives Group LLC, each of the
    named parties share voting and dispositive power with respect to
    652,238 shares of our common stock. The address for each of
    the named parties is 131 S. Dearborn Street,
    32nd Floor,
    Chicago, Illinois 60603.(6)
    
    The address for Mr. Youness is 310 North Lake Avenue,
    Pasadena, California 91101.(7)
    
    Consists of 1,647,596 shares held by the Khulusi Family
    Revocable Trust dated November 3, 1993, 400,000 shares
    held by Frank F. Khulusi, and 121,875 shares underlying
    options which are presently vested or will vest within
    60 days of April 23, 2007.(8)
    
    Consists of 168,967 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(9)
    
    Consists of 159,917 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(10)
    
    Includes 132,864 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(11)
    
    Consists of 79,167 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(12)
    
    Consists of 77,250 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(13)
    
    Includes 48,500 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(14)
    
    Includes 12,500 shares issuable upon exercise of stock
    options which are presently vested or will vest within
    60 days of April 23, 2007.(15)
    
    This figure includes an aggregate of 801,040 shares
    issuable upon exercise of stock options which are presently
    vested or will vest within 60 days of April 23, 2007. 18




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##### Table of Contents



Equity
    Compensation Plan Information
    Number ofSecurities to be





Number ofIssued Upon


Weighted-Average


SecuritiesExercise of


Exercise Price of


Remaining AvailableOutstanding


Outstanding


for Future IssuanceOptions, Warrants


Options, Warrants


Under EquityPlan Category

and Rights


and Rights


Compensation PlansEquity Compensation Plans Approved
    by Security Holders


1,909,030


$
3.88



1,517,041
(1)Equity Compensation Plans Not
    Approved by Security Holders(2)


30,000



1.59



Total


1,939,030



3.84



1,517,041     (1)
    
    Represents shares available for issuance under our 1994 Stock
    Incentive Plan, as amended, as of December 31, 2006. The
    1994 Stock Incentive Plan, as amended, contains an evergreen
    provision pursuant to which on January 1 of each year, the
    aggregate number of shares reserved for issuance under the 1994
    Stock Incentive Plan, as amended, will increase by a number of
    shares equal to 3% of the outstanding shares on December 31
    of the preceding year. On January 1, 2007, an additional
    370,635 shares became available under the plan pursuant to
    the evergreen provision.(2)
    
    Represents a warrant to purchase 30,000 shares of our
    common stock issued in June 2003 to a consulting firm for
    investor and public relations services. The warrant was issued
    at an exercise price of $3.99, adjusted to $1.59 on
    April 11, 2005 as a result of the adjustments made to
    outstanding options and warrants in connection with the spin-off
    of eCOST.com, with a five year term, and vested monthly over a
    one year period from the date of grant.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Review,
    Approval or Ratification of Transactions with Related
    Persons
    Certain
    Relationships and Related Transactions
      brother-in-law
 19




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##### Table of Contents



Director
    Independence
      ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Audit
    Fees
  Form 10-K Form 10-Q,
  Audit-Related
    Fees
    Tax
    Fees
    All Other
    Fees
   20




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##### Table of Contents



Audit
    Committee Pre-Approval Policy
     PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    (1)
    Financial Statements  See Part II,
    Item 8  Financial Statements beginning on
    page 44 of our original filing of this
    Form 10-K.(2)
    Financial Statement Schedule II  Valuation and
    Qualifying Accounts  See page 70 of our original
    filing of this
    Form 10-K.(3)
    Exhibits  The following exhibits are filed or
    incorporated herein by reference as part of this report:  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of PC Mall, Inc. (incorporated herein by
    reference to Exhibit 3.1(C) to the Quarterly Report on
    Form 10-Q
    of PC Mall, Inc. for the quarter ended September 30, 2003
    (File
    No. 0-25790)
    filed with the Commission on November 14, 2002)3
.2

Amended and Restated Bylaws of PC
    Mall, Inc. (incorporated herein by reference to Exhibit 3.2
    to the Annual Report on
    Form 10-K
    of PC Mall, Inc. for the year ended December 31, 2000 (File
    No. 0-25790)
    filed with the Commission on April 2, 2001 (the 2000
    Form 10-K))10
.1*

Amended and Restated 1994 Stock
    Incentive Plan (amended as of June 19, 2002) (incorporated
    herein by reference to Annex A to the Definitive Proxy
    Statement of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on June 24, 2002)10
.2*

Employment Agreement, dated
    January 1, 1995, between Creative Computers, Inc. and Frank
    F. Khulusi (incorporated herein by reference to the Registration
    Statement on
    Form S-1
    of PC Mall, Inc. (File
    No. 33-89572),
    declared effective on April 4, 1995 (the 1995
    Form S-1))10
.3*

Employment Agreement, dated
    January 1, 1994, between Creative Computers, Inc. and
    Daniel J. DeVries (incorporated herein by reference to the 1995
    Form S-1)10
.4*

Directors Non-Qualified
    Stock Option Plan, amended and restated as of May 18, 1999
    (incorporated herein by reference to Exhibit 10.2 to the
    Quarterly Report on
    Form 10-Q
    of PC Mall, Inc. for the quarter ended June 30, 1999 (File
    No. 0-25790)
    filed with the Commission on August 16, 1999) 21




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##### Table of Contents



ExhibitNumber

Description10
.7*

Employment Agreement, dated
    January 20, 2000, between PC Mall, Inc. and Kristin M.
    Rogers (incorporated herein by reference to Exhibit 10.45
    to the Annual Report on
    Form 10-K
    of PC Mall, Inc., for the year ended December 31, 2001
    (File
    No. 0-25790)
    filed with the Commission on April 1, 2002)10
.9

Form of Indemnification Agreement
    between PC Mall, Inc. and each of its directors and executive
    officers (incorporated herein by reference to Exhibit 10.48
    to the Annual Report on
    Form 10-K
    of PC Mall, Inc. for the year ended December 31, 2002 (File
    No. 0-25790)
    filed with the Commission on March 31, 2003)10
.12*

Employment Agreement, dated
    June 8, 2004, between PC Mall, Inc. and Rob Newton
    (incorporated herein by reference to Exhibit 10.54 to the
    Quarterly Report on
    Form 10-Q
    of PC Mall, Inc. for the quarter ended June 30, 2004 (File
    No. 0-25790)
    filed with the Commission on August 11, 2004 (the
    June 30, 2004
    Form 10-Q))10
.14

Master Separation and Distribution
    Agreement, dated September 1, 2004, between PC Mall, Inc.
    and eCOST.com, Inc. (incorporated herein by reference to
    Exhibit 10.56 to the Current Report on
    Form 8-K
    of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on September 8, 2004 (the
    September 8, 2004
    Form 8-K))10
.15

Tax Allocation and Indemnification
    Agreement, dated September 1, 2004, between PC Mall, Inc.
    and eCOST.com, Inc. (incorporated herein by reference to
    Exhibit 10.57 to the September 8, 2004
    Form 8-K)10
.16

Employee Benefit Matters
    Agreement, dated September 1, 2004, between PC Mall, Inc.
    and eCOST.com, Inc. (incorporated herein by reference to
    Exhibit 10.58 to the September 8, 2004
    Form 8-K)10
.17

Registration Rights Agreement,
    dated September 1, 2004, between PC Mall, Inc. and
    eCOST.com, Inc. (incorporated herein by reference to
    Exhibit 10.59 to the September 8, 2004
    Form 8-K)10
.18*

Form of Executive Non-Qualified
    Stock Option Agreement (full acceleration upon change in
    control) (incorporated herein by reference to Exhibit 10.61
    to the Quarterly Report on
    Form 10-Q
    of PC Mall, Inc. for the quarter ended September 30, 2004
    (File
    No. 0-25790)
    filed with the Commission on November 15, 2004 (the
    September 30, 2004
    Form 10-Q))10
.19*

Form of Executive Non-Qualified
    Stock Option Agreement (partial acceleration upon change in
    control) (incorporated herein by reference to Exhibit 10.62
    to the September 30, 2004
    Form 10-Q)10
.20

Lease Agreement, dated
    September 1, 2003, between PC Mall, Inc. and Anderson Tully
    Company for the premises located at 4715 E. Shelby
    Drive, Memphis, TN (incorporated herein by reference to
    Exhibit 10.63 to the Annual Report on
    Form 10-K
    of PC Mall, Inc. for the year ended December 31, 2004 (File
    No. 0-25790)
    filed with the Commission on March 31, 2005 (the
    December 31, 2004
    Form 10-K))10
.21

Lease Agreement, dated
    June 11, 2003, among PC Mall, Inc., PC Mall Canada, Inc.
    and Canaprev, Inc. for the premises located at 1100, University,
    2nd Floor, Montreal (Quebec) Canada (incorporated herein by
    reference to Exhibit 10.64 to the December 31, 2004
    Form 10-K)10
.22*

Employment Agreement, dated
    March 22, 2005, between PC Mall, Inc. and Ted Sanders
    (incorporated herein by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    of PC Mall, Inc.
    (File No. 0-25790)
    filed with the Commission on March 25, 2005 (the
    March 25, 2005
    Form 8-K))10
.23*

Summary of Executive Bonus Plan
    (incorporated herein by reference to Exhibit 10.68 to the
    December 31, 2004
    Form 10-K)10
.24*

Amendment to Employment Agreement,
    dated March 22, 2005, between PC Mall, Inc. and
    Rob Newton (incorporated herein by reference to
    Exhibit 10.2 to the March 25, 2005
    Form 8-K)10
.25

Addendum to Lease Agreement, dated
    January 26, 2004, between PC Mall, Inc., PC Mall Canada,
    Inc. and Canaprev, Inc. for premises located at 1100 University,
    Montreal, Quebec, Canada, dated January 26, 2004
    (incorporated herein by reference to Exhibit 10.70 to the
    December 31, 2004
    Form 10-K)10
.26*

Amendment to Employment Agreement
    made and entered into as of December 28, 2005, by and
    between PC Mall, Inc. and Frank F. Khulusi (incorporated herein
    by reference to Exhibit 10.32 to the December 31, 2005
    Form 10-K) 22




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##### Table of Contents



ExhibitNumber

Description10
.27*

Second Amendment to Employment
    Agreement made and entered into as of December 28, 2005, by
    and between PC Mall, Inc. and Frank F. Khulusi (incorporated
    herein by reference to Exhibit 10.33 to the
    December 31, 2005
    Form 10-K)10
.28

Amended and Restated Loan and
    Security Agreement, dated as of August 1, 2005, by and
    among PC Mall, Inc., certain subsidiaries of PC Mall, Inc.,
    Wachovia Capital Finance Corporation (Western) and certain other
    financial institutions (incorporated herein by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on September 8, 2005)10
.29*

Severance Agreement, dated
    January 31, 2006, between PC Mall Inc. and Daniel J.
    DeVries (incorporated herein by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on February 3, 2006)10
.30

Asset Purchase Agreement, dated as
    of September 7, 2006, by and among a wholly-owned
    subsidiary of PC Mall Gov, Inc. GMRI and the shareholders of
    GMRI (incorporated herein by reference to Exhibit 10.1 to
    the Current Report on
    Form 8-K
    of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on September 12, 2006)10
.31

Renewal Letter for lease of
    property in Memphis, Tennessee, entered into on October 2,
    2006 (incorporated herein by reference to Exhibit 10.1 to
    the Current Report on
    Form 8-K
    of PC Mall, Inc. (File
    No. 0-25790)
    filed with the Commission on October 6, 2006)10
.32* 

Summary of Executive Salary and
    Bonus Arrangements10
.33* 

Summary of Director Compensation
    Arrangements21
.1 

Subsidiaries of PC Mall, Inc. as
    of December 31, 200623
.1 

Consent of PricewaterhouseCoopers
    LLP31
.1 

Certification of the Chief
    Executive Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a)31
.2 

Certification of the Chief
    Financial Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a)31
.3

Certification of the Chief
    Executive Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a),
    required to be filed as exhibit to this Amendment No. 131
.4

Certification of the Chief
    Financial Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a),
    required to be filed as exhibit to this Amendment No. 132
.1 

Certification of the Chief
    Executive Officer of PC Mall, Inc. pursuant to 18 U.S.C.
    1350, as adopted by Section 906 of the Sarbanes-Oxley Act
    of 200232
.2 

Certification of the Chief
    Financial Officer of PC Mall, Inc. pursuant to 18 U.S.C.
    1350, as adopted by Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Management contract, or compensatory plan or arrangement.
    
    Previously filed as an exhibit to the Registrants
    Form 10-K
    for the year ended December 31, 2006
    (File No. 0-25790)
    filed with the Commission on March 12, 2007.   23




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##### Table of Contents



SIGNATURES       By:
    /s/  FRANK
    F. KHULUSI       24




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##### Table of Contents



PC MALL,
    INC.
  EXHIBIT INDEX
  ExhibitNumber

Description31
.3

Certification of the Chief
    Executive Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a),
    required to be filed as exhibit to this Amendment No. 131
.4

Certification of the Chief
    Financial Officer of PC Mall, Inc. pursuant to Exchange Act
    Rule 13a-14(a),
    required to be filed as exhibit to this Amendment No. 1