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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
 Form 10-K/A
 Amendment No. 2
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    September 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934   COMMISSION FILE NUMBER: 000-28052
      EN POINTE TECHNOLOGIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of 
    incorporation or organization)

75-2467002(I.R.S. Employer
    Identification No.)   18701 S. FIGUEROA
    STREET, GARDENA, CALIFORNIA 90248(310) 337-5200
      Securities registered pursuant to Section 12(b) of the
    Act:
 Common Stock, par value $0.001 per share Nasdaq Capital
    Market
  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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





EN POINTE
    TECHNOLOGIES, INC.
  FORM 10-K
 YEAR
    ENDED SEPTEMBER 30, 2008
  Table
    of Contents
   
 PART I


4ITEM 1.


BUSINESS


4ITEM 1A.


RISK FACTORS


11ITEM 1B.


UNRESOLVED STAFF COMMENTS


18ITEM 2.


PROPERTIES


18ITEM 3.


LEGAL PROCEEDINGS


19ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


20PART II


21ITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


21ITEM 6.


SELECTED CONSOLIDATED FINANCIAL DATA


21ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


21ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


34ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


34ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURES


34ITEM 9A(T)


CONTROLS AND PROCEDURES


34ITEM 9B


OTHER INFORMATION


36PART III


37ITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


37ITEM 11.


EXECUTIVE COMPENSATION


40ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


49ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


51ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


52PART IV


53ITEM 15


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


53SIGNATURES


82EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   2




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K 10-K), Form 10-K 10-K
 3




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PART I  THIS ANNUAL REPORT ON
    FORM 10-K
    CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
    SECTION 27A OF THE SECURITIES ACT OF 1933 AND
    SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
    COMPANY INTENDS THAT SUCH FORWARD-LOOKING STATEMENTS BE SUBJECT
    TO THE SAFE HARBORS CREATED THEREBY. THE FORWARD-LOOKING
    STATEMENTS RELATE TO FUTURE EVENTS OR THE FUTURE FINANCIAL
    PERFORMANCE OF THE COMPANY INCLUDING, BUT NOT LIMITED TO,
    STATEMENTS CONTAINED IN: ITEM 1. BUSINESS,
    ITEM 1A. RISK FACTORS AND ITEM 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS. READERS ARE CAUTIONED THAT SUCH
    STATEMENTS, WHICH MAY BE IDENTIFIED BY WORDS INCLUDING
    ANTICIPATES, BELIEVES,
    INTENDS, ESTIMATES, EXPECTS,
    AND SIMILAR EXPRESSIONS, ARE ONLY PREDICTIONS OR ESTIMATIONS AND
    ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. IN
    EVALUATING SUCH STATEMENTS, READERS SHOULD CONSIDER THE VARIOUS
    FACTORS IDENTIFIED IN THIS ANNUAL REPORT ON
    FORM 10-K,
    INCLUDING MATTERS SET FORTH IN ITEM 1A. RISK
    FACTORS WHICH COULD CAUSE ACTUAL EVENTS, PERFORMANCE OR
    RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
    STATEMENTS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT
    IN THE FORWARD-LOOKING INFORMATION INCLUDED HEREIN, THE
    INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS
    REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT ITS
    OBJECTIVES OR PLANS WILL BE ACHIEVED. THE COMPANY DOES NOT
    UNDERTAKE AND SPECIFICALLY DECLINES ANY OBLIGATION TO UPDATE ANY
    FORWARD-LOOKING STATEMENTS OR TO PUBLICLY ANNOUNCE THE RESULTS
    OF ANY REVISIONS TO ANY STATEMENTS TO REFLECT NEW INFORMATION OR
    FUTURE EVENTS OR DEVELOPMENTS.
  Form 10-K
  ITEM 1.
    BUSINESS  GENERAL
       4




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BUSINESS
    MODEL
               5




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
    maintains software agreements for all major software publishers;
    incorporates a dynamic data model that simplifies reporting
    processes to allow improved identification of customer trends,
    sales opportunities, and customer milestones;
    provides real-time product configuration that reduces time for
    sales representatives to identify customer requested software
    products;
    restricts the data entry to a structured format that ensures
    adherence to vendor and publisher rules, thereby avoiding the
    costly retroactive correction of errors in processing;
    manages software agreements to offer customers the ability to
    purchase software more efficiently by increasing their awareness
    of software agreement terms, purchasing history, and needs;
    identifies software products for compliance with customer
    software agreements;
    allows stricter service level agreements to be met by reducing
    turnaround time for quotes and orders; and
    manages licensing agreements assuring customers are quoted and
    sold products in accordance with their existing agreements. 6




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EBUSINESS
      e-business
    PRODUCTS
    BUSINESS
    PROCESS OUTSOURCING
   7




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COMPETITION
       8




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GETTING
    PRODUCT TO THE CUSTOMER
          GETTING
    PRODUCT FROM THE SUPPLIER
  same-day
   9




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INTELLECTUAL
    PROPERTY
        SEGMENT
    INFORMATION
  Form 10-K
   10




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EMPLOYEES
        ITEM 1A.
    RISK
    FACTORS  Form 10-K
    
    stagnate sales growth in the last five years;
    limited availability of alternative credit facilities;
    low margin products business; and
    concentration of product sales in several major customers.  Form 10-K.
   11




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THERE IS
    A RISK WE COULD LOSE OUR ASSET BASED FINANCING LINE WITHOUT
    BEING ABLE TO READILY REPLACE IT
      THERE IS
    RISK THAT WE COULD LOSE A LARGE CUSTOMER WITHOUT BEING ABLE TO
    FIND A READY REPLACEMENT
      OUR
    ACQUISITION OF A SUBSTANTIAL INTEREST IN A PAKISTANI CORPORATION
    EXPOSES US TO FOREIGN OPERATIONAL RISKS
    OUR LOW
    MARGINS EXPOSE US TO RISKS FROM MINOR ADVERSITIES
   12




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COSTS AND
    OTHER FACTORS ASSOCIATED WITH PENDING OR FUTURE LITIGATION COULD
    MATERIALLY HARM OUR BUSINESS, RESULTS OF OPERATIONS AND
    FINANCIAL CONDITION.
    THERE ARE
    RISKS IN CONDUCTING OUR DAILY BUSINESS PLANS AND
    STRATEGY
      WITH OUR
    FAST CHANGING INDUSTRY EVOLUTION WE RISK BEING OUTMODED OR
    EXCLUDED FROM THE DISTRIBUTION CHANNEL
  and/or
 13




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
    traditional personal computer retailers,
    computer superstores,
    consumer electronics and office supply superstores,
    mass merchandisers,
    corporate resellers,
    value-added resellers,
    specialty retailers,
    distributors,
    franchisers,
    mail-order and web-order companies,
    national computer retailers, and
    manufacturers that have their own direct marketing operations to
    end-users.      WE RISK
    DEPENDING ON A FEW DISTRIBUTORS AND MANUFACTURERS WHO COULD
    COMPETE WITH US OR LIMIT OUR ACCESS TO THEIR PRODUCT
    LINE
   14




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WE HAVE
    THE RISK OF LOSING OUR SENIOR MANAGEMENT AND OTHER KEY PERSONNEL
    UPON WHOM WE DEPEND
     15




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WE RISK
    FAILURE TO INTEGRATE ACQUISITIONS AND/OR INVESTMENTS INTO OUR
    BUSINESS THAT COULD CAUSE FUTURE LOSSES
      
    failure to achieve anticipated operating results,
    difficulties in the assimilation of the operations, services,
    products, vendor agreements, and personnel of the acquired
    company,
    the diversion of managements attention and other resources
    from other business concerns,
    entry into markets in which we have little or no prior
    experience, and
    the potential loss of key employees, customers, or contracts of
    the acquired company.    WE RISK
    BUSINESS INTERRUPTION FROM OUR DEPENDENCE ON CENTRALIZED
    OPERATIONS
    WITH THE
    40% CONCENTRATION OF OWNERSHIP OF OUR STOCK HELD BY A SMALL
    GROUP OF DIRECTORS, OFFICERS, FAMILY MEMBERS AND AN OUTSIDE
    PRINCIPAL STOCKHOLDER THERE ARE RISKS THAT THEY CAN EXERT
    SIGNIFICANT INFLUENCE OVER CORPORATE MATTERS
   16




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THERE ARE
    RISKS THAT OUR QUARTERLY OPERATING RESULTS CAN VARY FROM PAST
    RESULTS AND BECOME VOLATILE AND UNPREDICTABLE
    
    the demand for information technology products and value-added
    services;
    adoption of internet commerce models;
    introduction of new hardware and software technologies;
    introduction of new value-added services by us and our
    competitors;
    changes in manufacturers prices or price protection
    policies;
    changes in shipping rates;
    disruption of warehousing or shipping channels;
    changes in the level of operating expenses, including costs from
    turnover of sales personnel;
    the timing of major marketing or other service projects;
    product supply shortages;
    inventory adjustments;
    changes in product mix;
    entry into new geographic markets;
    the timing and integration of acquisitions or investments;
    difficulty in managing margins;
    the loss of significant customer contracts;
    the necessity to write-off a significant amount of accounts
    receivable or inventory; and
    general competitive and economic conditions.      OUR STOCK
    TENDS TO BE VOLATILE WITH LARGE PERCENTAGE PRICE MOVES WHICH CAN
    EXPOSE INVESTORS TO UNANTICIPATED LOSSES
   17




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IF OUR
    INTERNAL CONTROLS PROVE TO BE INEFFECTIVE THAT COULD NEGATIVELY
    IMPACT INVESTORS CONFIDENCE IN OUR COMPANY AND CAUSE OUR
    STOCK PRICE TO DROP
    IF
    PREFERRED STOCK IS ISSUED AS AN ANTI-TAKEOVER MEASURE, THERE IS
    A RISK THAT THE PRICE OF OUR COMMON STOCK COULD BE ADVERSELY
    AFFECTED
    THERE ARE
    RISKS OUTSIDE OF OUR CONTROL OF UNFAVORABLE ECONOMIC CONDITIONS
    THAT COULD NEGATIVELY IMPACT OUR REVENUES AND PROFITS
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   18




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
    Atlanta, Georgia
    Addison, Texas
    Austin, Texas
    Beaverton, Oregon
    Bolder, Colorado
    Chicago, Illinois
    Draper, Utah
    San Francisco, California
    St.  Louis, Missouri
    Walpole, Massachusetts      ITEM 3.
    LEGAL
    PROCEEDINGS   19




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   20




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    High


LowFiscal 2007First quarter

$
7.47


$
2.28Second quarter


7.74



3.04Third quarter


4.50



3.23Fourth quarter


5.28



2.55Fiscal 2008First quarter


3.48



2.11Second quarter


2.94



1.71Third quarter


2.89



1.74Fourth quarter


2.92



1.54Fiscal 2009First quarter (through 12/14/08)

$
2.31


$
0.61     Dividends
    Repurchases
    of Securities
    Stock
    Performance Graph
    ITEM 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
 21




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EXECUTIVE
    OVERVIEW
                CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
 22




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Revenue recognition.
    99-19,
  No. 97-2, (SOP 97-2) SOP No. 98-9, SOP 97-2, (SOP 98-9)
      Allowance for doubtful accounts.
  Product returns.
 23




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and/or
  Vendor returns.
  Rebates and Cooperative Marketing
    Incentives.
    Inventory.
 24




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RESULTS
    OF OPERATIONS
    Fiscal Year Ended September 30,2008


2007


2006Net sales:Product


86.5
%


86.2
%


85.5
%Services


13.5



13.8



14.5Total net sales


100.0



100.0



100.0Gross profit:Product


8.9



7.2



7.1Services


5.7



5.3



5.1Total gross profit


14.6



12.5



12.2Selling and marketing expenses


12.5



8.8



8.8General and administrative expenses


5.0



3.4



3.4Operating (loss) income


(2.9
)


0.3



0.0Interest income, net


0.0



0.1



0.1Other income, net


4.9



0.0



0.0Income before taxes and other items


2.0



0.4



0.1Income tax provision (benefit)


0.7



(0.1
)


0.0Income before other items


1.3



0.5



0.1Loss from equity investment and non-controlling interest


(0.1
)


0.0



0.1Net income


1.2
%


0.5
%


0.2
%   COMPARISON
    OF FISCAL YEARS ENDED SEPTEMBER 30, 2008 AND 2007
  NET SALES.
     25




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GROSS PROFIT.
  SELLING AND MARKETING EXPENSES.
  GENERAL AND ADMINISTRATIVE EXPENSES.
  OPERATING (LOSS) INCOME.
  INTEREST
    INCOME, NET.
    Year Ended September 30,2008


2007Interest income

$
295


$
615Interest expense


(241
)


(318
)Net interest income

$
54


$
297    26




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OTHER INCOME.
  INCOME TAX PROVISION (BENEFIT).
        NON-CONTROLLING INTEREST.
    Year Ended September 30,2008


2007Ovex profit

$
(34
)

$
(186
)PBPO loss


29



118(Profit)/loss allocations

$
(5
)

$
(68
)   LOSS FROM EQUITY INVESTMENT.
 27




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QuarterEndedSeptember 30,2008Net service revenues


10,016Cost of revenues

$
6,226Total gross profit


3,790Selling, marketing and administration


4,567Net loss allocatable to partners


(777
)En Pointe percentage ownership


19.5
%Allocated to En Pointe

$
(152
)   NET INCOME.
  COMPARISON
    OF FISCAL YEARS ENDED SEPTEMBER 30, 2007 AND 2006
  NET SALES.
     28




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GROSS PROFIT.
        SELLING AND MARKETING EXPENSES.
  GENERAL AND ADMINISTRATIVE EXPENSES.
  OPERATING INCOME.
 29




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##### Table of Contents



INTEREST
    INCOME, NET.
    Year Ended September 30,2007


2006Interest income

$
615


$
263Interest expense


(318
)


(82
)Net interest income

$
297


$
181     OTHER INCOME.
  INCOME TAX (BENEFIT) PROVISION.
      NON-CONTROLLING INTEREST.
 30




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Year Ended September 30,2007


2006Ovex profit


(186
)


PBPO loss

$
118


$
121(Profit)/loss allocations

$
(68
)

$
121   NET INCOME.
  LIQUIDITY
    AND CAPITAL RESOURCES
    Cash
    flows from operating activities:
        Cash
    flows from investing activities:
    Cash
    flows from financing activities:
   31




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Credit
    facility:
    ,
      
    Tangible Net Worth and Subordinated Debt in the combined amount
    of not less than $12,750,000.
    Total Funded Indebtedness to EBITDA for the preceding four
    fiscal quarters then ended, shall be no more than 3.00:1.00.      RECENT
    ACCOUNTING PRONOUNCEMENTS
  Accounting
    pronouncements
    adopted:
     32




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Accounting
    pronouncements pending adoption:
    No. 157-2,
        OFF-BALANCE
    SHEET ARRANGEMENTS
  Regulation S-K.
  OBLIGATIONS
    AND COMMITMENTS
    Impact of
    Inflation
   33




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ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Form 10-K 10-K, 10-K.
    10-K
  (a)
    Disclosure
    Controls and Procedures  Rules 13a-15(e)
  Rule 13a-15(e) 10-K
  (b)
    Managements
    Report on Internal Control over Financial
    Reporting  Rules 13a-15(f) 15d-15(f)
 34




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
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on our financial
    statements.    Internal Control  Integrated
    Framework
  
    ineffective controls over changes and access to financial
    reporting applications and related sub systems.
    an insufficient level of information technology personnel to
    execute general computing controls over our information
    technology structure.
    an insufficient level of experienced personnel to timely execute
    our annual assessment of internal controls over financial
    reporting.      (c)
    Changes
    in Internal Control Over Financial Reporting.  Rules 13a-15(f) 15d-15(f)
  (d)
    Remediation
    of Material Weaknesses in Internal Control Over Financial
    Reporting    
    Implementation of an application to document and track
    significant changes to information technology (IT)
    applications and related subsystems.
    Issuance and monitoring of policies and procedures for
    significant IT activities relating to change management,
    operations and security, including the disposal of IT assets.
    Allocation of additional resources to complete documentation,
    testing and remediation of the general computing controls over
    our IT structure. 35




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
    Outsourcing of the monitoring of our IT network and firewall to
    a reputable third party vendor.
    Updated password policies related to our financial reporting
    applications and related operating systems.    ITEM 9B.
    OTHER
    INFORMATION   36




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors
    DirectorName

Age


Since


PositionMansoor S. Shah(1)(2)(3)


60



2003


Chairman of the BoardAttiazaz (Bob) Din


56



1993


Director, President and Chief Executive OfficerNaureen Din


54



1993


DirectorZubair Ahmed(1)


56



1994


DirectorMark Briggs


52



1998


DirectorEdward O. Hunter(2)(3)


61



2003


DirectorTimothy J. Lilligren(1)(2)(3)


55



2003


Director     (1)
    
    Member of Nominating Committee.(2)
    
    Member of Audit Committee.(3)
    
    Member of Compensation Committee.  MANSOOR S. SHAH
  ATTIAZAZ (BOB) DIN
  NAUREEN DIN is
 37




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ZUBAIR AHMED
  MARK R. BRIGGS
  EDWARD O. HUNTER start-up
  TIMOTHY J. LILLIGREN
  Executive
    Officers
    Name

Age

PositionAttiazaz (Bob) Din


56


President and Chief Executive OfficerJaved Latif


60


Senior Vice President and Chief Financial OfficerRobert A. Mercer


71


Senior Vice President of Finance and Taxation and Secretary     JAVED LATIF
  ROBERT A. MERCER
 38




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Family
    Relationships
  brother-in-law
  Corporate
    Governance
  Independent
    Director Determination
    Board
    Committees and Meetings
    Director
    Education
    Code
    of Ethics
  http://www.enpointe.com. Form 8-K.
  Audit
    Committee and Audit Committee Financial Expert
    SECTION 16(A)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   39




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ITEM 11.
    EXECUTIVE
    COMPENSATION  COMPENSATION
    DISCUSSION AND ANALYSIS
  Compensation
    Overview
    Compensation
    Philosophy and Objectives
      
    Work with management to provide a compensation program that
    recognizes individual contributions as well as the
    Companys overall business results;
    Provide reasonable levels of total compensation which will
    enable the Company to attract and retain qualified and capable
    executive talent within its industry while also considering the
    Companys current goals of controlling costs and effecting
    consistent improvements in its overall financial condition;
    Motivate executive officers to deliver optimum individual and
    departmental performance;
    Develop and reward a leadership team that is capable of
    successfully operating and growing an increasingly competitive
    and complex business in a rapidly changing industry; and
    Ensure that executive compensation-related disclosures are made
    to the public on a timely basis.  Role of
    the Compensation Committee
    
    Review and approve compensation packages for new executives and,
    as needed, termination packages for departing officers or other
    executives. 40




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
    Review and, as deemed necessary or desirable, oversee the
    administration of the Companys 1996 Stock Incentive Plan
    and Employee Stock Purchase Plan, both of which expired in 2006
    by their own terms (and which to date have not be renewed or
    replaced).
    Assist the Board of Directors and management in developing and
    evaluating potential candidates for executive positions. Lead
    the Board of Directors in its succession-planning initiatives
    for the Chief Executive Officer and other senior officers.
    Oversee preparation of a report on executive compensation as
    required for inclusion in the Companys annual proxy
    statement.  Role of
    Management in the Compensation Determination Process
      Role of
    Compensation Consultant
    Total
    Compensation for Executive Officers
    
    Base salary;
    Quarterly and annual cash bonus incentives; and
    Long term equity -based incentive compensation    Base
    Salary
   41




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Quarterly
    and Annual Cash Bonus Incentives
        Net Income


Bonus Target$
350,000



100
%$
750,000



115
%$
1,000,000



125
%$
2,000,000



145
%
      42




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Transactional
    Bonus
    Long-Term
    Equity-Based Incentive Compensation
             43




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Non-Qualified
    Deferred Compensation
    Pension
    Benefits
    Perquisites
    and Other Benefits
    Tax and
    Accounting Implications
    Summary
    Compensation Table
    Non-Equity


Nonqualified


AllIncentive


Deferred


OtherStock


Option


Plan


Compensation


CompensationFiscal


Salary


Bonus(1)


Awards


Awards


Compensation


Earnings


(2)


TotalYear


($)


($)


($)


($)


($)


($)


($)


($)Name and Principal Position (a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Attiazaz (Bob) Din


2008



650,000



600,000



















27,315(3
)


1,250,000Chief Executive Officer and President


2007



650,000























31,059(3
)


681,059Javed Latif


2008



175,000



250,000











175,935











600,935Chief Financial Officer and Senior Vice President


2007



175,000















115,625











290,625Robert A. Mercer


2008



150,000



250,000











64,687











464,687Senior Vice President of Finance and Taxation and Secretary


2007



150,000















25,000











175,000     (1)
    
    Consists of bonuses related to sale of 80.5% interest in
    services business that become payable on October 23, 2009.(2)
    
    In accordance with SEC rules, Other Annual
    Compensation in the form of perquisites and other personal
    benefits has been omitted where the aggregate amount of such
    perquisites and other personal benefits was less than $10,000.(3)
    
    Consists of lease payments for an automobile. 44




---



##### Table of Contents



Narrative
    to Summary Compensation Table
    Outstanding
    Equity Awards at Fiscal Year End Table
    Equity IncentivePlan Awards:Number ofNumber of Securities Underlying


Securities Under-Unexercised Options


lying Unexercised


Option


Option#


#


Unearned Options


Exercise


ExpirationName

Exercisable


Unexercisable


#


Price


DateAttiazaz (Bob) Din


50,000











1.94



05/14/11250,000











2.10



10/01/14Javed Latif


90,000











1.25



10/01/1275,000











2.70



04/01/14Robert Mercer


5,000











12.25



04/18/105,000











1.25



04/14/1130,000











1.25



10/01/125,000











2.70



04/01/14   Options
    Exercised and Stock Vested
    Potential
    Payments upon Termination or Change in Control
  Payments
    Made upon Termination
       45




---



##### Table of Contents



Payments
    Made upon Death or Disability
        Payments
    Made upon a Change of Control
    Employment
    Agreements
   46




---



##### Table of Contents



Directors
    Compensation
      47




---



##### Table of Contents



Change inPensionValue andFees








Non-Equity


NonqualifiedEarned or








Incentive


Deferred


(1)Paid in


Stock


Option


Plan


Compensation


All OtherCash


Awards


Awards


Compensation


Earnings


Compensation


Total($)


($)


($)


($)


($)


($)


($)Name and Principal Position(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)Attiazaz (Bob) Din(2)


























Naureen Din


18,000











6,300











24,300Zubair Ahmed(3)


26,400











6,300











32,700Mark Briggs


18,000











6,300











24,300Edward O. Hunter(4)


60,600











12,180











72,780Mansoor S. Shah(5)


30,600











12,180











42,780Timothy J. Lilligren(6)


64,800











12,180











79,480       (1)
    
    In accordance with SEC rules, All Other Compensation
    in the form of perquisites and other personal benefits has been
    omitted where the aggregate amount of such perquisites and other
    personal benefits was less than $10,000.(2)
    
    As Chief Executive Officer and President of the Company,
    Mr. Din receives no separate compensation in the form of
    meeting fees or retainer fees for his service on the Board of
    Directors or any subsidiary of the Company. All of
    Mr. Dins compensation is reflected in the Summary
    Compensation Table.(3)
    
    Mr. Ahmed is a member of the Nominating Committee.(4)
    
    Mr. Hunter is a member of the Compensation and Audit
    Committees. Mr. Hunter also serves on the Board of Ovex
    Technologies (PVT) Limited , a majority-owned subsidiary of the
    Company, and received fees of $15,500 in that capacity (which
    fees are not reflected in the foregoing table) .(5)
    
    Dr. Shah is the Chairman of the Board and a member of the
    Compensation, Nominating and Audit Committees.(6)
    
    Mr. Lilligren is a member of the Nominating, Compensation
    and Audit Committees. Mr. Lilligren also serves on the
    Board of En Pointe Technologies(6)
    
    India Pvt. Ltd., a wholly-owned subsidiary of the Company, and
    earned fees of $2,500 in that capacity (which fees are not
    reflected in the foregoing table).  Other
    Compensation Arrangements
  401(K)
    PLAN
      Compensation
    Committee Interlocks and Insider Participation
   48




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##### Table of Contents



Compensation
    Committee Report
  Regulation S-K
    
  The above Report of the Compensation Committee does not
    constitute soliciting material and should not be deemed filed or
    incorporated by reference into any other Company filing, whether
    under the Securities Act of 1933, as amended, or the Securities
    Exchange Act of 1934, as amended, whether made on, before or
    after the date of this Amendment No. 1 to
    Form 10-K
    and irrespective of any general incorporation language in such
    filing, except to the extent the Company specifically
    incorporates this Report by reference therein.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Shares Beneficially Owned(1)Name of Beneficial Owner

Number


PercentageAttiazaz Bob Din(2)(3)


756,802



10.3
%Naureen Din(2)(3)


756,802



10.3
%Daniel Zeff(4)


715,255



10.0
%co Zeff Holding Company, LLC50 California Street, Suite 1500San Francisco, California 94111Zubair Ahmed(5)


692,396



9.6
%Javed Latif(6)


175,000



2.4
%Mansoor Shah(5)


68,000



*Mark Briggs(7)


64,000



*Edward Hunter(5)


50,000



*Timothy Lilligren(5)


50,000



*Robert Mercer(8)


45,500



*Mediha Din(9)


485,912



6.8
%All executive officers and directors as a group
    (9 persons)(10)


2,658,500



33.2
%     *
    
    Less than 1%.(1)
    
    Applicable percentage of ownership at January 24, 2009, is
    based upon 7,182,643 shares of common stock outstanding.
    Beneficial ownership is determined in accordance with the rules
    of the Securities and Exchange Commission and includes voting
    and investment power with respect to shares shown as
    beneficially owned. All shares of common stock subject to
    options were made fully vested and exercisable as of
    July 20, 2005 and those unexercised as of January 21,
    2009 are deemed outstanding for computing the shares and
    percentage ownership of the person holding such options or
    warrants, but are not deemed outstanding for computing the
    percentage 49




---



##### Table of Contents



ownership of any other person or entity. Except as otherwise
    indicated, and subject to community property laws where
    applicable, to the knowledge of the Company the persons listed
    above have sole voting and investment power with respect to all
    shares shown as beneficially owned by them. Unless otherwise
    specified, the address for each beneficial owner is the
    Companys principal executive offices, 18701 Figueroa
    Street, Gardena, California 90248.(2)
    
    Bob and Naureen Din are married, and each may therefore be
    deemed to have a beneficial interest in each others shares
    of common stock. However, Mr. and Mrs. Din have each
    disclaimed beneficial ownership in each others shares. The
    number of shares reported for Mr. and Mrs. Din each,
    including unexercised options that are fully vested and
    exercisable, reflects 50% of the total number of shares
    beneficially owned by Mr. and Mrs. Din together in either
    of their names. Additionally, the amounts reported for Mr. and
    Mrs. Din exclude 211,511 shares of common stock held in trust
    for the benefit of their son, Ali Din, for which Ms. Din serves
    as the sole trustee; Mr. and Mrs. Din disclaim beneficial
    ownership of all such shares of common stock.(3)
    
    Includes 175,000 shares of common stock subject to options,
    all of which are immediately exercisable.(4)
    
    Based on a Schedule 13G dated January 23, 2009, filed
    with the SEC by Daniel Zeff, which reflects his beneficial
    ownership as of December 31, 2008. The
    Schedule 13-G
    states that Mr. Zeff has sole voting and dispositive power
    over 715,255 shares of common stock comprised of
    450,721 shares held by Zeff Capital Partners I,
    L.P.(and Zeff Holding Company, LLC) and 264,534 shares
    held by Spectrum Galaxy Fund Ltd.(5)
    
    Includes 50,000 shares of common stock subject to options,
    all of which are immediately exercisable.(6)
    
    Includes 165,000 shares of common stock subject to options,
    all of which are immediately exercisable.(7)
    
    Includes 55,000 shares of common stock subject to options,
    all of which are immediatelyexercisable. Includes
    5,000 shares of common stock held in joint tenancy with
    spouse.(8)
    
    Includes of 45,000 shares of common stock subject to
    options, all of which are immediately exercisable.(9)
    
    Shares held by a trust of which Ms. Din is the sole
    beneficiary.  (10)
    
    Includes 815,000 shares of common stock subject to options,
    all of which are immediately exercisable.    Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities





Equityto be Issued Upon Exercise


Weighted-Average


Compensation Plans as ofof Outstanding Options,


Exercise Price of


September 30, 2008Warrants and Rights as


Outstanding Options,


(Excluding Securitiesof September 30, 2008


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders:1996 Stock Incentive Plan


1,000,947


$
2.91



NoneEmployee Stock Purchase Plan


N/A



N/A



N/AEquity compensation plans not approved by security holders


None



N/A



NoneTotal


1,000,947


$
2.91



None  50




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Certain
    Relationships and Related Transactions
    Name

Relationship

Position

CompensationShahzad Munawar

Brother

Chief Information Officer

$
304,375Waseem Munawar

Brother

Manager of EDI purchasing

$
125,483Ali Din

Son

Director of Marketing

$
120,000         Review,
    Approval or Ratification of Transactions with Related
    Persons
  Regulation S-K Regulation S-K
  Independent
    Director Determination
   51




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-Q
  Independent
    Auditor Fees
    Fiscal 2008


Fiscal 2007Audit Fees

$
212,050


$
180,900Audit-Related Fees


11,350



11,000Tax Fees






All Other Fees


7,500



Total Fees

$
230,900


$
191,900     
    Audit Fees  These are fees for professional
    services performed by RSJ for the audit of the Companys
    annual financial statements and for the review of financial
    statements included in the Companys
    Form 10-Q
    filings and services that are normally provided in connection
    with statutory and regulatory filings or engagements.
    Audit- Related Fees  These are fees in
    conjunction with the Companys benefit plan audit.
    All Other Fees  These are fees in conjunction
    with assistance in reviewing the Companys financial
    forecast.    Policy on
    Audit Committee Pre-Approval of Audit Services and Permissible
    Non-Audit Services of Independent Auditors
     52




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Financial Statements
    Financial Statement Schedules
      Exhibits
       53




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##### Table of Contents



En Pointe
    Technologies, Inc.
  INDEX TO
    FINANCIAL STATEMENTS
  PageReports of Independent Registered Public Accounting Firms


55Consolidated Balance Sheets as of September 30, 2008 and
    2007


56Consolidated Statements of Operations for each of the Three
    Years in the Period Ended September 30, 2008


57Consolidated Statements of Stockholders Equity for each of
    the Three Years in the Period Ended September 30, 2008


58Consolidated Statements of Cash Flows for each of the Three
    Years in the Period Ended September 30, 2008


59Notes to Consolidated Financial Statements


60Schedule II  Valuation and Qualifying Accounts


81  54




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
      55




---



##### Table of Contents



En Pointe
    Technologies, Inc.
  Consolidated
    Balance Sheets
  September 30,2008


2007(In thousands except share and per share amounts)ASSETS:Current assets:Cash

$
3,691


$
6,000Restricted cash


10



76Short term cash investment






1,000Accounts receivable, net of allowance for returnsand doubtful accounts of $3,535 and $794 respectively


35,448



61,391Due from affiliate


3,586



Inventories, net of allowances of $830 and $552, respectively


5,858



8,768Prepaid expenses and other current assets


1,294



1,548Total current assets


49,887



78,783Property and equipment, net of accumulateddepreciation and amortization


4,202



5,022Other assets


3,931



2,201Investment in affiliate


1,823



Receivable from escrow


7,955



Total assets

$
67,798


$
86,006LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable, trade

$
15,817


$
19,034Borrowings under line of credit


7,840



30,314Short-term borrowings and current maturities of long-term debt


375



2,450Accrued employee compensation and benefits


5,389



4,264Other accrued liabilities


4,409



1,913Deferred income


1,355



582Accrued taxes and other liabilities


4,522



3,782Total current liabilities


39,707



62,339Long term liabilities


475



447Total liabilities


40,182



62,786Non-controlling interest


1,962



1,957Commitments and contingencies (Notes 7 and 11)Stockholders equity:Preferred stock, $.001 par value:Shares authorized  5,000,000No shares issued or outstanding






Common stock, $.001 par value:Shares authorized  15,000,000; with 7,162,643 and
    7,159,193shares issued


7



7Additional paid-in capital


43,616



42,207Treasury stock


(1
)


(1
)Accumulated other comprehensive income


(659
)


(14
)Accumulated deficit


(17,309
)


(20,936
)Total stockholders equity


25,654



21,263Total liabilities and stockholders equity

$
67,798


$
86,006    56




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##### Table of Contents



En Pointe
    Technologies, Inc.
  Consolidated
    Statements of Operations
  Year Ended September 30,2008


2007


2006(In thousands except per share amounts)Net sales:Product

$
260,004


$
299,335


$
276,736Service


40,458



47,791



46,997Total net sales


300,462



347,126



323,733Cost of sales:Product


233,291



274,128



253,765Service


23,332



29,447



30,318Total cost of sales


256,623



303,575



284,083Gross profit:Product


26,713



25,207



22,971Service


17,126



18,344



16,679Total gross profit


43,839



43,551



39,650Selling and marketing expenses


37,615



30,565



28,337General and administrative expenses


15,054



11,871



11,098Operating (loss) income


(8,830
)


1,115



215Interest income, net


54



297



181Other income, net


14,708



79



36Income before income taxes, loss from equity investment and
    non-controlling interest


5,932



1,491



432Income tax provision (benefit)


2,148



(203
)


42Income before loss from equity investment and non-controlling
    interest


3,784



1,694



390Loss from equity investment


(152
)


(68
)


121Non-controlling interest


(5
)Net income

$
3,627


$
1,626


$
511Net income per share:Basic

$
0.51


$
0.23


$
0.07Diluted

$
0.50


$
0.22


$
0.07Weighted average shares outstanding:Basic


7,160



7,145



7,006Diluted


7,263



7,456



7,125    57




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##### Table of Contents



En Pointe
    Technologies, Inc.
  Consolidated
    Statements of Stockholders Equity
  AccumulatedAdditional





OtherCommon Stock


Paid-In


Treasury


Comprehensive


(AccumulatedShares


Amount


Capital


Stock


Income


Deficit)


Total(In thousands)Balance at September 30, 2005


6,973


$
7


$
41,718


$
(1
)

$



$
(23,273
)

$
18,451Net income






















511



511Issuance of common stock under stock option plan


58







105















105Deferred compensation related to acceleration of stock options










(56
)














(56
)Balance at September 30, 2006


7,031


$
7


$
41,767


$
(1
)

$



$
(22,762
)

$
19,011SAB 108 cumulative effect adjustment






















200



200Balance at September 30, 2006, as adjusted


7,031



7



41,767



(1
)






(22,562
)


19,211Net income






















1,626



1,626Foreign currency translation


















(14
)






(14
)Comprehensive income


























1,612Issuance of common stock under stock option plan


30







63















63Net operating loss tax benefit related to stock options










137















137Stock issued related to business acquisition


98







240















240Balance at September 30, 2007


7,159


$
7


$
42,207


$
(1
)

$
(14
)

$
(20,936
)

$
21,263Net income






















3,627



3,627Foreign currency translation


















(645
)






(645
)Comprehensive income


























2,982Issuance of common stock under stock option plan


4







5















5Net operating loss tax benefit related to stock options










1,404















1,404Balance at September 30, 2008


7,163


$
7


$
43,616


$
(1
)

$
(659
)

$
(17,309
)

$
25,654    58




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##### Table of Contents



En Pointe
    Technologies, Inc.
  Consolidated
    Statements of Cash Flows
  Year Ended September 30,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
3,627


$
1,626


$
511Adjustments to reconcile net income to net cash used by
    operations:Depreciation and amortization


2,678



2,492



1,491(Gain) loss on disposal of assets


(15,390
)






52Amortization of option expense










(56
)Amortization of deferred gain on sale-leaseback






(35
)


(354
)Allowances for doubtful accounts, returns and inventory


2,847



123



564Impairment of investment


500







Stock acquired for product and services sold


(300
)






Non-controlling interest in income (loss) of affiliates


5



68



(121
)Decrease (increase) in deferred tax benefit


263



(263
)


Changes in operating assets and liabilities:Equity in loss of affiliate


152







Restricted cash


66



(2
)


(2
)Accounts receivable


23,118



(15,052
)


(5,916
)Due from affiliate


(3,586
)Inventories


2,888



(4,495
)


6,017Prepaid expenses and other current assets


(9
)


168



(303
)Other assets


(2,288
)


69



(28
)Accounts payable, trade


(3,217
)


(51
)


661Accrued expenses


2,976



426



1,027Accrued taxes and other liabilities and deferred income


1,513



(343
)


1,942Net cash provided (used) by operating activities


15,843



(15,269
)


5,485Cash flows from investing activities:Acquisition of business






(1,302
)


(550
)Proceeds from sale of assets


8,000







Investments in securities and affiliate


(1,475
)






Short-term cash disposition (investment)


1,000



(1,000
)


Purchase of property and equipment


(2,366
)


(2,849
)


(904
)Net cash provided (used) by investing activities


5,159



(5,151
)


(1,454
)Cash flows from financing activities:Net (repayments) borrowings under line of credit


(22,474
)


14,641



(1,151
)Net (repayments) borrowings under export loan


(1,414
)


1,931



Net operating loss tax benefit related to stock options


1,404







Capital contributed by minority interest






100



705Proceeds from sale of stock under employee plans


5



63



105Payment on long term liabilities


(832
)


(555
)


(352
)Net cash (used) provided by financing activities


(23,311
)


16,180



(693
)(Decrease) increase in cash


(2,309
)


(4,240
)


3,337Cash at beginning of year


6,000



10,240



6,903Cash at end of year

$
3,691


$
6,000


$
10,240Supplemental disclosures of cash flow information:Interest paid

$
241


$
139


$
82Income taxes paid

$
44


$
23


$
31Capitalized leases

$
199


$
836


$
Stock issued for acquisition of business

$



$
240


$
    59




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1  ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  ORGANIZATION
    LIQUIDITY
    AND CAPITAL RESOURCES
    PRINCIPLES
    OF CONSOLIDATION
    INVESTMENT
    IN LIMITED LIABILITY COMPANY
     60




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Quarter EndedSeptember 30,2008Net service revenues

$
10,016Cost of revenues


6,226Total gross profit


3,790Selling, marketing and administration


4,567Net loss allocatable to partners


(777
)En Pointe percentage ownership


19.5
%Allocated to En Pointe

$
152   September30, 2008Cash

$
1,005Accounts receivable, net


5,146Other current assets


512Total current assets


6,663Property and equipment, net


968$
7,631Accounts payable

$
53Accrued liabilities


1,731Due En Pointe


3,649Total current liabilities


5,433Member equity


2,198$
7,631   INVESTMENT
    IN VARIABLE INTEREST ENTITY (VIE) 
    PREMIER PBO, INC. (PBPO)
       61




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        USE OF
    ESTIMATES
    REVENUE
    RECOGNITION
      99-19,
  No. 97-2, (SOP 97-2) SOP No. 98-9, SOP 97-2, (SOP 98-9)
   62




---



##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      CASH AND
    CASH EQUIVALENTS
    RESTRICTED
    CASH
    INVESTMENTS
    IN SECURITIES
    RECEIVABLE
    FROM ESCROW
    INVENTORIES
    PROPERTY
    AND EQUIPMENT
    98-1 (SOP 98-1),
 63




---



##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      FAIR
    VALUE OF FINANCIAL INSTRUMENTS
    IMPAIRMENT
    OF LONG-LIVED ASSETS
    GOODWILL
    AND INTANGIBLE ASSETS
     64




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    and/or
      sum-of-the-years-digits
  ADVERTISING
    AND SHIPPING AND HANDLING COSTS
    INCOME
    TAXES
    CONCENTRATION
    OF CREDIT RISK AND MAJOR CUSTOMERS AND VENDORS
   65




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            TREASURY
    STOCK
    VENDOR
    PROGRAMS
  No. 02-16,
    EARNINGS
    PER SHARE
   66




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  COMPREHENSIVE
    INCOME
    SEGMENT
    REPORTING
    As of and for the Year Ended September 30, 2008US


Pakistan


ChinaSales of


Business


Business


UKProduct


Process


Process


Sales of


Intersegment


Consolidatedand Services


Services


Services


Product


Eliminations


TotalIn thousandsSales from non affiliated customers

$
299,298


$
1,164


$



$



$



$
300,462Intersegment sales

$



$
7,775


$
473


$



$
(8,248
)

$
0Depreciation and amortization

$
2,182


$
481


$
11


$
1


$
(66
)

$
2,609Segment profit (loss)

$
4,879


$
87


$
45


$
(39
)

$
(1,345
)

$
3,627Segment assets

$
65,046


$
3,246


$
188


$
21


$
(703
)

$
67,798   As of and for the Year Ended September 30, 2007US


Pakistan


ChinaSales of


Business


BusinessProduct


Process


Process


Intersegment


Consolidatedand Services


Services


Services


Eliminations


TotalIn thousandsSales from non affiliated customers

$
346,237


$
884


$
5


$



$
347,126Intersegment sales

$



$
7,827


$
218


$
(8,045
)

$
0Depreciation and amortization

$
1,920


$
378


$
22


$



$
2,320Segment profit (loss)

$
1,140


$
649


$
(96
)

$
(67
)

$
1,626Segment assets

$
87,887


$
4,232


$
170


$
(6,283
)

$
86,006    67




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  NON-CONTROLLING
    INTEREST
    Year Ended September 30,2008


2007Beginning minority interest balance

$
1,957


$
1,487Minority interest acquired in Ovex acquisition






302Capital contributed by PBPO minority interest






100Earnings allocated to minority shareholders


5



68Ending minority interest balance

$
1,962


$
1,957   RECENT
    ACCOUNTING PRONOUNCEMENTS
  Accounting
    pronouncements
    adopted:
      Accounting
    pronouncements pending adoption:
    No. 157-2,
 68




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        2  PROPERTY
    AND EQUIPMENT
    September 30,2008


2007Software and other asset development

$
572


$
344Computer equipment and software


12,983



12,925Office equipment and other


1,065



1,075Warehouse equipment






116Leasehold improvements


477



812Capitalized leases (see Note 7)


2,309



1,93817,406



17,210Less: Accumulated depreciation and amortization


(13,204
)


(12,188
)$
4,202


$
5,022     3  LINES
    OF CREDIT
   69




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  ,
      
    Tangible Net Worth and Subordinated Debt in the combined amount
    of not less than $12,750,000.
    Total Funded Indebtedness to EBITDA for the preceding four
    fiscal quarters then ended, shall be no more than 3.00:1.00.      4  OTHER
    INCOME  GAIN ON SALE OF SERVICE BUSINESS
         70




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      5  EMPLOYEE
    BENEFIT PLAN
    6  INCOME
    TAXES
    Year Ended September 30,2008


2007


2006Current:Federal

$
1,727


$
28


$
20State


158



32



22$
1,885


$
60


$
42Deferred:Federal


213



(213
)


State


50



(50
)


263



(263
)


$
2,148


$
(203
)

$
     Year Ended September 30,2008


2007


2006Federal statutory rate


34
%


35
%


35
%State taxes, net of federal benefits


1



1



2Expenses not deductible


1



5



8Affiliate (earnings) losses not


1



(11
)


35taxableNon-controlling interest






(2
)


(8
)Net operating loss carryforward


(4
)


(50
)


(82
)Valuation allowances


4



8



1837
%


(14
)%


8
%    71




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      September 30,2008


2007Deferred tax assets:Accounts receivable and other allowances

$
1,678


$
533Expenses not currently deductible


2,965



1,170Depreciation


178



295Federal net operating loss and


162



2,001alternative minimum tax creditsState net operating loss


697



9335,680



4,931Deferred tax liabilities


(3,040
)


Net deferred tax asset


2,640



4,931Valuation allowance


(2,640
)


(4,531
)Deferred tax asset

$



$
400Portion allocated to income

$



$
263Portion allocated to equity related to stock options






137Total deferred tax asset

$



$
400          72




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Domestic Transfer Pricing
    7  LONG-TERM
    LIABILITIES AND COMMITMENTS AND CONTINGENCIES
  and/or
  Minimum Lease


CapitalizedPayments


LeasesFiscal year 2009

$
1,921


$
452Fiscal year 2010


1,663



235Fiscal year 2011


1,678



190Fiscal year 2012


1,643



102Fiscal year 2013


1,610Thereafter


4,411Total minimum lease payments

$
12,926



979Less amount representing interest






(129
)Principal amount





$
850Current






375Long-term






475Total





$
850      73




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
               74




---



##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            8  EARNINGS
    PER SHARE AND PREFERRED STOCK
    Year Ended September 30,2008


2007


2006Net income

$
3,627


$
1,626


$
511Denominator:Weighted-average shares outstanding


7,160



7,145



7,006Effect of dilutive securities:Dilutive potential of options and warrants


103



311



119Weighted-average shares and share equivalents outstanding


7,263



7,456



7,125Basic income per share

$
0.51


$
0.23


$
0.07Diluted income per share

$
0.50


$
0.22


$
0.07    75




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  9  STOCK
    OPTIONS
        TotalNumber of Shares


ExerciseNon-Qualified


Incentive


Value(In thousands)Outstanding at September 30, 2005


820,667



725,106


$
5,266GrantedExercised


(4,000
)


(53,034
)


(105
)Cancelled






(88,291
)


(331
)Outstanding at September 30, 2006


816,667



583,781


$
4,830Granted










Exercised






(31,125
)


(62
)Cancelled


(8,333
)


(75,234
)


(966
)Outstanding at September 30, 2007


808,334



477,422


$
3,804Granted










Exercised






(3,450
)


(5
)Cancelled






(281,359
)


(966
)Outstanding at September 30, 2008


808,334



192,613


$
2,833   Weighted


RemainingOptions


Average


ContractualExercisable


Exercise Price


LifeSeptember 30, 2006


1,400,448


$
3.45



5.63September 30, 2007


1,285,756


$
2.96



4.92September 30, 2008


1,000,947


$
2.91



4.22   10  ACQUISITION
    OF BUSINESSES
   76




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Tangible assets acquired

$
704Excess purchase price over net assets acquired


976Purchase price

$
1,680Intangible assets:Goodwill


458Covenant not to compete


420Customer relationships


98Total intangibles

$
976      77




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Depreciable assets acquired

$
57Excess purchase price over net assets acquired


918Purchase price

$
975Intangible assets:Customer relationships


154Goodwill


304Covenant not to compete


460Total intangibles

$
918   sum-of-the-years
    October 11, 2002

Tabin Corporation (Tabin)October 01, 2004

Viablelinks, Inc. (Viablelinks)     Tabin


Viablelinks


SMI


Ovex


TotalBeginning accumulated amortization

$
470


$
160


$
350


$
116


$
1,096Fiscal year 2008 amortization






27



187



117



331Ending accumulated amortization

$
470


$
187


$
537


$
233


$
1,427Fiscal year:2009






13



61



117



1912010










13



97



1102011










3



91



94Total future years amortization

$



$
13


$
77


$
285


$
375Total amortization

$
470


$
200


$
614


$
518


$
1,802  78




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year Ended September 30, 2006Pro Forma


As ReportedNet sales

$
327,090


$
323,723Net income

$
826


$
511Net income per share:Basic

$
0.12


$
0.07Diluted

$
0.12


$
0.07Weighted average shares outstanding:Basic


7,006



7,006Diluted


7,125



7,125     11  LITIGATION
         79




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##### Table of Contents



En Pointe
    Technologies, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        12  QUARTERLY
    FINANCIAL DATA (UNAUDITED)
    Fiscal 2008 Quarter EndedSeptember


June


March


DecemberNet sales

$
63,084


$
79,929


$
70,567


$
86,822Gross profit


7,653



13,307



10,985



11,894Net income (loss)


6,140



465



(3,021
)


43Basic net income (loss) per share


0.86



0.06



(0.42
)


0.01Diluted net income (loss) per share


0.85



0.06



(0.42
)


0.01   Fiscal 2007 Quarter EndedSeptember


June


March


DecemberNet sales

$
97,041


$
99,967


$
74,498


$
75,620Gross profit


11,704



11,888



10,086



9,873Net income


729



412



213



272Basic net income per share


0.10



0.06



.03



.04Diluted net income per share


0.10



0.06



.03



.04  80




---



##### Table of Contents



En Pointe
    Technologies, Inc.
  Schedule II
 VALUATION AND QUALIFYING ACCOUNTS
  ChargesBalance at


(Reversals)





Balance atBeginning of


to Cost and





End ofPeriod


Expenses


Deductions


PeriodYear Ended September 30, 2008(in thousands):Allowance for doubtful accounts

$
695


$
2,825


$
(84
)

$
3,436Allowance for returns


99











99Allowance for inventory valuation


552



278







830$
1,346


$
3,103


$
(84
)

$
4,365Year Ended September 30, 2007(in thousands):Allowance for doubtful accounts

$
1,011


$
205


$
(521
)

$
695Allowance for returns


99











99Allowance for inventory valuation


523



29







552$
1,633


$
234


$
(521
)

$
1,346Year Ended September 30, 2006(in thousands):Allowance for doubtful accounts

$
723


$
415


$
(127
)

$
1,011Allowance for returns


99











99Allowance for inventory valuation


374


$
149







523$
1,196


$
564


$
(127
)

$
1,633  81




---



##### Table of Contents



SIGNATURES  Form 10-K/A
    ATTIAZAZ
    BOB DIN
        Form 10-K/A
  Signature

Title

Date*/s/
    MANSOOR S. SHAHMansoor
    S. Shah

Chairman of the Board and Director

April 30, 2009*/s/
    ATTIAZAZ BOB DINAttiazaz
    Bob Din

Chief Executive Officer, President and Director (Principal
    Executive Officer)

April 30, 2009*/s/
    JAVED LATIFJaved
    Latif

Chief Financial Officer and Senior Vice President (Principal
    Financial and Principal Accounting Officer)

April 30, 2009*/s/
    NAUREEN DINNaureen
    Din

Director

April 30, 2009*/s/
    ZUBAIR AHMEDZubair
    Ahmed

Director

April 30, 2009*/s/
    MARK BRIGGSMark
    Briggs

Director

April 30, 2009*/s/
    EDWARD O. HUNTEREdward
    O. Hunter

Director

April 30, 2009*/s/
    TIMOTHY J. LILLIGRENTimothy
    J. Lilligren

Director

April 30, 2009*By:
    /s/ ATTIAZAZ BOB DINAttiazaz
    Bob Din,
    Attorney-in-Fact



April 30, 2009  82




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##### Table of Contents



Index to
    Exhibits
  ExhibitNumber

Description2
.1

Agreement and Plan of Merger between the Registrant and En
    Pointe Technologies, Inc., a Texas corporation, effective
    February 29, 1996 (incorporated by reference to the same
    numbered exhibit to the Registrants Registration Statement
    on Form S-1 filed May 8, 1996).3
.1

Certificate of Incorporation of Registrant (incorporated by
    reference to the same numbered exhibit to the Registrants
    Registration Statement on Form S-1 filed May 8, 1996).3
.2

Bylaws of Registrant (incorporated by reference to the same
    numbered exhibit to the Registrants Registration Statement
    on Form S-1 filed May 8, 1996).3
.3

Certificate of Amendment to Certificate of Incorporation of
    Registrant filed May 16, 2000. (incorporated by reference to the
    same numbered exhibit to the Registrants Registration
    Statement on Form 10-K filed January 18, 2001).3
.4

Certificate of Amendment to Certificate of Incorporation of
    Registrant filed May 16, 2005. (incorporated by reference to the
    same numbered exhibit to the Registrants Form 10-Q filed
    May 16, 2005).4
.3

Form of Common Stock Certificate (incorporated by reference to
    the same numbered exhibit to the Registrants Registration
    Statement on Form S-1 filed May 8, 1996).10
.1

En Pointe Technologies, Inc. 1996 Stock Incentive Plan
    (incorporated by reference to the same numbered Exhibit to the
    Registrants Registration Statement on
    Form S-1
    filed May 8, 1996).*10
.3

Form of Directors and Officers Indemnity Agreement
    (incorporated by reference to the same numbered exhibit to the
    Registrants Registration Statement on Form S-1 filed May
    8, 1996).*10
.5

Employment Agreement between the Registrant and Attiazaz
    Bob Din, dated March 1, 1996 (incorporated by
    reference to the same numbered exhibit to the Registrants
    Registration Statement on Form S-1 filed May 8, 1996).*10
.6

Amended Employment Agreement between the Registrant and Attiazaz
    Bob Din, dated April 2, 1997 (incorporated by
    reference to the same numbered exhibit to the Registrants
    Registration Statement on Form 10-K filed December 29, 1997).*10
.24

Assignment and License Agreement between the Registrant and
    SupplyAccess, Inc., dated September 21, 2001 (incorporated by
    reference to the same numbered exhibit to the Registrants
    Form 10-K filed December 31, 2001.)10
.27

Employment Agreement between the Registrant and Kevin Schatzle,
    dated March 28, 2002. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-K filed
    December 27, 2002).*10
.31

Asset Purchase Agreement entered into as of October 9, 2002
    between Tabin Corporation and En Pointe Technologies Sales, Inc.
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 10-K filed December 27, 2002).10
.36

Employment agreement between the Registrant and Javed Latif,
    dated March 28, 2002. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-Q filed
    February 14, 2003).*10
.39

Employee Leasing and Licensing Agreement by and between the
    Registrant and En Pointe Global Services, Inc., dated October
    17, 2003. (incorporated by reference to the same numbered
    exhibit to the Registrants Form 10-Q filed May 17, 2004).10
.41

Business Financing Agreement between En Pointe Technologies
    Sales, Inc. and GE Commercial Distribution Finance Corporation,
    dated June 25, 2004. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-Q filed August
    16, 2004).10
.42

Agreement for Wholesale Financing between En Pointe
    Technologies, Inc. and GE Commercial Distribution Finance
    Corporation, dated June 25, 2004. (incorporated by reference to
    the same numbered exhibit to the Registrants Form 10-Q
    filed August 16, 2004).10
.43

Addendum to Business Financing Agreement and Agreement for
    Wholesale Financing between En Pointe Technologies, Inc. and GE
    Commercial Distribution Finance Corporation, dated June 25,
    2004. (incorporated by reference to the same numbered exhibit to
    the Registrants Form 10-Q filed August 16, 2004). 83




---



##### Table of Contents



ExhibitNumber

Description10
.44

Addendum to Business Financing Agreement and Agreement for
    Wholesale Financing between En Pointe Technologies, Inc. and GE
    Commercial Distribution Finance Corporation, dated July 27,
    2004. (incorporated by reference to the same numbered exhibit to
    the Registrants Form 10-Q filed August 16, 2004).10
.45

Asset Purchase Agreement entered into as of October 1, 2004
    between Viablelinks, Inc. and En Pointe Technologies Sales, Inc.
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 10-Q filed February 14, 2005).10
.46

Subscription Agreement dated March 18, 2005 between Premier BPO
    Inc. and the Registrant (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-Q filed May
    16, 2005).10
.47

Amendment to Employment Agreement between the Registrant and
    Attiazaz Bob Din, dated November 15, 2004
    (incorporated by reference to exhibit 99.1 to the
    Registrants Form 8-K filed on November 18, 2004.)*10
.48

Addendum to Business Financing Agreement and Agreement for
    Wholesale Financing among En Pointe Technologies Sales, Inc., En
    Pointe Gov, Inc. and GE Commercial Distribution Finance
    Corporation, effective January 23, 2006. (incorporated by
    reference to the same numbered exhibit to the Registrants
    Form 8-K filed January 30, 2006).10
.49

Asset Purchase Agreement entered into as of January 18, 2006
    between Software Medium, Inc., Veridyn, LLC and En Pointe
    Technologies Sales, Inc. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-Q filed
    February 14, 2006).10
.50

Employment Agreement between the Registrant and Armen
    Martirosyan, dated March 28, 2002. (incorporated by reference to
    the same numbered exhibit to the Registrants Form 10-Q
    filed February 14, 2006).*10
.51

Employment Agreement between the Registrant and Robert Mercer,
    dated March 28, 2002. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-Q filed
    February 14, 2006).*10
.52

Employment Agreement between the Registrant and David L.
    Mochalski, dated May 28, 2002. (incorporated by reference to the
    same numbered exhibit to the Registrants Form 10-Q filed
    February 14, 2006).*10
.53

Sublease dated March 30, 2006 between Jetabout North America,
    Inc. and the Registrant for the property located at 2381
    Rosecrans Avenue, El Segundo, California 90245 (incorporated by
    reference to the same numbered Exhibit to the Registrants
    Form 10-Q filed May 15, 2006).10
.55

Addendum to Business Financing Agreement and Agreement for
    Wholesale Financing among En Pointe Technologies Sales, Inc., En
    Pointe Gov, Inc. and GE Commercial Distribution Finance
    Corporation, dated May 12, 2006 (incorporated by reference to
    the same numbered exhibit to the Registrants Form 8-K
    filed May 17, 2006).10
.56

Sublease dated July 12, 2006 between North Pacific Group, Inc.
    and the Registrant for certain industrial warehouse properties
    located at 11081 Tacoma Drive, Rancho Cucamonga, California
    91730 (incorporated by reference to the same numbered exhibit to
    the Registrants Form 8-K filed September 1, 2006).10
.57

Share Purchase Agreement dated September 19, 2006, by and among
    the Registrant, Omar Saeed and Arif Saeed. (incorporated by
    reference to the same numbered Exhibit to the Registrants
    Form 8-K filed September 25, 2006).10
.58

Employment Agreement between the Registrant and Richard R. Emil,
    dated September 27, 2006. (incorporated by reference to the same
    numbered exhibit to the Registrants Form 8-K filed
    September 27, 2006).*10
.59

Promissory Note between the Registrant and Omar and Arif Saeed,
    dated October 5, 2006.  (incorporated by reference to the same
    numbered exhibit to the Registrants Form 10-K filed
    December 18, 2006).10
.60

Amendment to Share Purchase Agreement effective October 1, 2006,
    by and among the Registrant, Omar Saeed and Arif Saeed.
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 10-K filed December 18, 2006). 84




---



##### Table of Contents



ExhibitNumber

Description10
.61

Temporary Overline Agreement by GE Commercial Distribution
    Finance Corporation for En Pointe Technologies Sales, Inc. and
    En Pointe Gov, Inc., dated June 13, 2007.  (incorporated by
    reference to exhibit 10.60 to the Registrants Form 8-K
    filed June 14, 2007).10
.62

Amendment to Business Financing Agreement and Agreement for
    Wholesale Financing among En Pointe Technologies Sales, Inc., En
    Pointe Gov, Inc. and GE Commercial Distribution Finance
    Corporation, dated July 30, 2007. (incorporated by reference to
    exhibit 10.61 to the Registrants Form 8-K filed July 31,
    2007).10
.63

Addendum to Business Financing Agreement and Agreement for
    Wholesale Financing among En Pointe Technologies Sales, Inc., En
    Pointe Gov, Inc. and GE Commercial Distribution Finance
    Corporation, dated September 25, 2007. (incorporated by
    reference to the same numbered exhibit to the Registrants
    Form 8-K filed September 26, 2007).10
.64

Lease dated October 29, 2007 between Dominguez Channel, LLC and
    En Pointe Technologies Sales, Inc. for certain office properties
    located at 18701 S. Figueroa Street, Carson,
    California (incorporated by reference to the same numbered
    exhibit to the Registrants Form 8-K/A filed October 31,
    2007).10
.65

Lease dated February 15, 2008 between The Capital Development
    Authority and the Registrant for 41.25 acres of land in
    Islamabad, Pakistan (incorporated by reference to the same
    numbered Exhibit to the Registrants Form 8-K filed
    February 22, 2008).10
.66

Agreement for Inventory Financing between En Pointe Technologies
    Sales, Inc., and IBM Credit LLC, dated March 20, 2008.
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 8-K filed March 21, 2008).10
.67

Collateralized Guarantee between En Pointe Technologies, Inc.
    and IBM Credit LLC, dated March 20, 2008. (incorporated by
    reference to the same numbered exhibit to the Registrants
    Form 8-K filed March 21, 2008).10
.68

Deposit Account Control Agreement between En Pointe Technologies
    Sales, Inc. and IBM Credit LLC, dated March 20, 2008
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 8-K filed March 21, 2008).10
.69

Intercreditor Agreement between GE Commercial Distribution
    Finance Corporation and IBM Credit LLC, dated March 2008
    (incorporated by reference to the same numbered exhibit to the
    Registrants Form 8-K filed March 21, 2008).10
.70

Limited Liability Company Purchase agreement between En Pointe
    Technologies Sales, Inc. and Allied Digital Services Ltd., dated
    July 9, 2008 (incorporated by reference to the same numbered
    exhibit to the Registrants Form 8-K filed July 15, 2008).10
.71

Escrow Agreement by and among En Pointe Technologies Sales,
    Inc., Allied Digital Services Ltd., and U.S. Bank National
    Association, dated July 9, 2008 (incorporated by reference to
    the same numbered exhibit to the Registrants Form 8-K
    filed July 15, 2008).10
.72

Master Services Agreement between En Pointe Technologies, Inc.
    and En Pointe Technologies Sales, Inc. and En Pointe Global
    Services, LLC, dated September 2, 2008 (incorporated by
    reference to the same numbered exhibit to the Registrants
    Form 8-K filed September 2, 2008).10
.73

First amendment to July 9, 2008 Limited Liability Company
    Interest Purchase Agreement between En Pointe Technologies
    Sales, Inc. and Allied Digital Services Ltd., dated December 2,
    2008 (incorporated by reference to the same numbered exhibit to
    the Registrants Form 8-K filed December 2, 2008).21
.1

Subsidiaries of the Company.23
.1

Consent of Rose, Snyder & Jacobs CPA Corp.31
.1

Certification of the Chief Executive Officer, as required by
    Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
    1934, as amended.31
.2

Certification of the Chief Financial Officer, as required by
    Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
    1934, as amended.32
.1

Certifications of the Chief Executive Officer and Chief
    Financial Officer, as required by Rule 13a-14(b) or 15d-14(b) of
    the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. Section 1350.     *
    
    Each of these Exhibits constitutes a management contract,
    compensatory plan, or arrangement. 85