##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended: March 31,
2003

OR

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

For the transition period from __________ to __________

Commission File Number: 0-25790

PC MALL, INC.(Exact name of registrant as specified in its charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 95-4518700                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)

2555 West 190th Street
Torrance, CA 90504
(address of principal executive offices)
(310) 354-5600
(Registrants telephone number, including area code)

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

Indicate by check mark whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes
[  ]   No [X]

There were 10,544,472 outstanding shares of Common Stock at
May 13, 2003.



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PC Mall, Inc.

TABLE OF CONTENTS

|                                                                                                    |                                                          |   |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | - |  |  |  |  |  | 
|                                                                                                    | Page                                                     |  
|PART I - FINANCIAL INFORMATION                                                                      |                                                          |  
|Item 1.  Financial Statements                                                                       | 3                                                       
|                                                                                                    | Condensed Consolidated Balance Sheet                     | 3 | 
|                                                                                                    | Condensed Consolidated Statement of Operations           | 4 | 
|                                                                                                    | Condensed Consolidated Statement of Cash Flows           | 5 | 
|                                                                                                    | Notes to Condensed
    Consolidated Financial Statements | 6 | 
|Item 2. Management's
      Discussion and Analysis of Financial Condition and Results of Operations | 10                                                       |  
|Item 3. Quantitative
      and Qualitative Disclosures About Market Risk                            | 14                                                       |  
|Item 4. 
    Controls and Procedures                                                                | 14                                                       |  
|PART II - OTHER INFORMATION                                                                         |                                                          |  
|Item 6. Exhibits
      and Reports on Form 8-K                                                      | 15                                                       |  
|Signature                                                                                           | 16                                                       |  
|Certifications                                                                                      | 17                                                       |  
|Exhibit Index                                                                                       | 18                                                       |  
|                                                                                                    |                                                         

2



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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

PC Mall, Inc.CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share data)

|                            |                                                                                                                                                                                  |                                      |         | March 31,   |          |         | December 31, |        
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------- | ----------- | -------- | ------- | ------------ | -------
|                            |                                                                                                                                                                                  |                                      |         | 2003        |          |         | 2002         |        
|                            |                                                                                                                                                                                  |                                      |         | (unaudited) |         
|                            |                                                                                                                                                                                  | Assets                               |        
|Current assets:            
|                            | Cash and cash equivalents                                                                                                                                                        | $                                    | 7,458   |             |          | $       | 11,422       |        
|                            | Accounts receivable, net of allowance for doubtful accounts                                                                                                                      |                                      | 58,280  |             |          |         | 54,747       |        
|                            | Inventories                                                                                                                                                                      |                                      | 53,398  |             |          |         | 55,235       |        
|                            | Prepaid expenses and other current assets                                                                                                                                        |                                      | 2,182   |             |          |         | 3,038        |        
|                            | Deferred income taxes                                                                                                                                                            | 2,657                                |         |             | 2,657   
|                            |                                                                                                                                                                                  | Total current
          assets       |         | 123,975     |          |         |              | 127,099
|Property and equipment, net |                                                                                                                                                                                  | 9,379                                |         |             |          | 9,214   |             
|Goodwill, net               |                                                                                                                                                                                  | 804                                  |         |             |          | 804     |             
|Deferred income taxes       |                                                                                                                                                                                  | 10,547                               |         |             |          | 10,718  |             
|Other assets                | 1,423                                                                                                                                                                            |                                      |         | 1,525       |         
|                            | $                                                                                                                                                                                | 146,128                              |         |             | $        | 149,360 |             
|                            |                                                                                                                                                                                  | Liabilities and Stockholders' Equity
|Current liabilities:       
|                            | Accounts payable                                                                                                                                                                 | $                                    | 42,788  |             |          | $       | 61,865       |        
|                            | Accrued expenses and other current liabilities                                                                                                                                   |                                      | 12,930  |             |          |         | 14,066       |        
|                            | Deferred revenue                                                                                                                                                                 |                                      | 8,116   |             |          |         | 10,532       |        
|                            | Line of credit                                                                                                                                                                   |                                      | 37,185  |             |          |         | 17,497       |        
|                            | Capital leases - current portion                                                                                                                                                 |                                      | 16      |             |          |         | 124         
|                            | Notes payable - current portion                                                                                                                                                  | -                                    |         |             | 167     
|                            |                                                                                                                                                                                  | Total current liabilities            |         | 101,035     |          |         |              | 104,251
|                            |                                                                                                                                                                                  |                                      |         |             |         
|                            |                                                                                                                                                                                  | Total liabilities                    | 101,035 |             |          | 104,251 |             
|                            |                                                                                                                                                                                  |                                      |         |             |          |        
|Stockholders' equity:      
|                            | Preferred stock, $.001 par value, 5,000,000 shares
          authorized; none issued and outstanding                                                                             |                                      | -       |             |          |         | -            |        
|                            | Common stock, $.001 par value;
          30,000,000 shares authorized;
          10,789,947 and 10,789,947 shares issued and 10,541,247 and 10,632,347 outstanding, respectively |                                      | 11      |             |          |         | 11           |        
|                            | Additional paid-in capital                                                                                                                                                       |                                      | 75,833  |             |          |         | 75,833       |        
|                            | Treasury stock at
        cost: 248,700 and 157,600 shares, respectively                                                                                                         |                                      | (864)   |             |          |         | (556)        |        
|                            | Retained earnings (accumulated deficit)                                                                                                                                          | (29,887)                             |         |             | (30,179) |         |             
|                            |                                                                                                                                                                                  | Total stockholders' equity           | 45,093  |             |          | 45,109  |             
|                            | $                                                                                                                                                                                | 146,128                              |         |             | $        | 149,360 |             

See notes to condensed consolidated financial
statements.

3

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##### Table of Contents

PC Mall, Inc. 
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS(unaudited, in thousands except per share data)

Three Months EndedMarch 31,2003
    
    
    2002Net sales
    $
    234,797
    
    $
    191,505Cost of goods sold
    
    205,931
    
    
    171,636Gross profit
    
    28,866
    
    
    19,869Selling,
      general and administrative expenses
    
    24,090
    
    
    18,611Advertising expenses, net
    
    4,124
    
    
    498Income from operations
    
    652
    
    
    760Interest expense, net
    
    188
    
    
    195Income before income taxes
    
    464
    
    
    565Income tax provision
    
    172
    
    
    209Income before cumulative effect of
    change in accounting principle
    
    292
    
    
    356Cumulative
    effect of change in accounting principle, net of tax
    
    -
    
    
    (6,801)Net income
    (loss)
    $
    292
    
    $
    (6,445)Income
    before cumulative effect of change in accounting principle
    $
    0.03
    
    $
    0.03Cumulative
    effect of change in accounting principle, net of tax
    
    -
    
    
    (0.65)Basic
    earnings (loss) per share
    $
    0.03
    
    $
    (0.62)Income
    before cumulative effect of change in accounting principle
    $
    0.03
    
    $
    0.03Cumulative
    effect of change in accounting principle, net of tax
    
    -
    
    
    (0.62)Diluted
      earnings (loss) per share
    $
    0.03
    
    $
    (0.59)Basic weighted
      average number of shares outstanding
    
    10,598
    
    
    10,444Diluted
      weighted average number of shares outstanding
    
    11,124
    
    
    10,934


See notes to condensed consolidated financial
statements.

4

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##### Table of Contents

PC Mall, Inc. 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)

|                                                             |                                                                                                    |                                                          |          | Three Months EndedMarch 31, |      
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | -------- | --------------------------- | -----
|                                                             |                                                                                                    |                                                          |          | 2003                        |      
|Cash flows from operating activities:                       
|                                                             | Net income (loss)                                                                                  | $                                                        | 292      |                             | $    
|                                                             | Adjustments to reconcile net
          income (loss) to net cash provided by operating activities: |                                                          |          |                             |      
|                                                             | Cumulative effect of change in accounting
          principle                                      |                                                          | -        |                             |      
|                                                             | Depreciation and amortization                                                                      |                                                          | 1,084    |                             |      
|                                                             | Provision for deferred income taxes                                                                |                                                          | 172      |                             |      
|                                                             | Changes in assets and liabilities:                                                                 |                                                          |          |                             |      
|                                                             |                                                                                                    | Accounts receivable                                      |          | (3,533)                     |      
|                                                             |                                                                                                    | Inventories                                              |          | 1,837                       |      
|                                                             |                                                                                                    | Prepaid expenses and other current assets                |          | 856                         |      
|                                                             |                                                                                                    | Other assets                                             |          | 51                          |      
|                                                             |                                                                                                    | Accounts payable                                         |          | (19,077)                    |      
|                                                             |                                                                                                    | Accrued expenses and other current
          liabilities |          | (1,136)                     |      
|                                                             |                                                                                                    | Deferred revenue                                         |          | (2,417)                     |      
|                                                             | Total adjustments                                                                                  |                                                          | (22,163) |                             |      
|                                                             |                                                                                                    |                                                          |          |                             |      
|Net cash  (used
        in)/provided by operating activities |                                                                                                    | (21,871)                                                 |          |                             | 2,979
|                                                             |                                                                                                    |                                                          |          |                             |      
|Cash flows from investing activities:                        |                                                                                                    |                                                          |          |                             |      
|                                                             | Purchase of property and equipment                                                                 |                                                          | (1,096)  |                             |      
|Net cash  used in investing activities                       |                                                                                                    | (1,096)                                                  |          |                             | (911)
|                                                             |                                                                                                    |                                                          |          |                             |      
|Cash flows from financing activities:                        |                                                                                                    |                                                          |          |                             |      
|                                                             | Payments for
          deferred financing costs                                                    |                                                          | (102)    |                             |      
|                                                             | Payments under notes payable                                                                       |                                                          | (167)    |                             |      
|                                                             | Net

        borrowings/(payments) under line of credit                                            |                                                          | 19,688   |                             |      
|                                                             | Principal payments of obligations under capital leases                                             |                                                          | (108)    |                             |      
|                                                             | Repurchases of
        common stock                                                                |                                                          | (308)    |                             |      
|Net cash
        provided by/(used in) financing activities  |                                                                                                    | 19,003                                                   |          |                             | (934)
|                                                             |                                                                                                    |                                                          |          |                             |      
|Net (decrease)/increase in
        cash and cash equivalents |                                                                                                    | (3,964)                                                  |          |                             | 1,134
|Cash and cash equivalents:                                   |                                                                                                    |                                                          |          |                             |      
|                                                             | Beginning of period                                                                                |                                                          | 11,422   |                             |      
|                                                             | End of period                                                                                      | $                                                        | 7,458    |                             | $    

See notes to condensed consolidated financial
statements.

5

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##### Table of Contents

PC Mall, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, in thousands, except share and per share amounts)

1.    Basis of Presentation

> The consolidated interim financial statements include the accounts of PC Mall, Inc., a Delaware corporation, (formerly
>   IdeaMall, Inc. and Creative
>         Computers, Inc.)  and its wholly owned subsidiaries (collectively, the "Company") and have been prepared without audit pursuant
>         to the rules and regulations of the Securities and Exchange Commission ("SEC").  Certain information and footnote disclosures
>         normally included in financial statements prepared in accordance with generally accepted accounting principles have been
>         condensed or omitted pursuant to such regulations.  These financial statements should be read in conjunction with the audited
>         financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31,
>   2002.
>   In the opinion of management, the accompanying unaudited condensed
>   consolidated financial statements contain all adjustments consisting solely of
>   normal recurring items necessary to present fairly the financial position of
>   the Company at March 31, 2003 and December 31, 2002 and the results of
>   operations for the three months ended March 31, 2003 and 2002, and cash flows
>   for the three months ended March 31,
>   2003 and 2002.  The results of operations for the interim periods are not necessarily indicative of the results of
>         operations for the full year.
>   Reclassifications
>   Certain reclassifications have been made
>   to the 2002 financial statement amounts to conform to the 2003 presentation.

2.    Recent Accounting Pronouncements

> In July 2001, the
> Financial Accounting Standards Board ("FASB") issued Statement of Financial
> Accounting Standard ("SFAS") No. 142, "Goodwill and
> Other Intangible Assets," which changes the accounting for
> goodwill and indefinite-lived intangible assets from an amortization method to
> an impairment-only approach.  Under
> SFAS 142, goodwill impairment is deemed to exist if the net book value of a
> reporting unit exceeds its estimated fair value, including consideration of the
> Company's market capitalization.  This methodology differs from the
> Company's previous policy, as permitted under accounting standards existing at
> that time, of using undiscounted cash flows to determine if goodwill is
> recoverable.  The
> Company's reporting units are generally consistent with the operating segments
> underlying the segments identified in Note 4 - Segment Information.
> In the second quarter of 2002, the Company completed its
> assessment of the impact of SFAS 142, and, as required by the provisions of SFAS
> 142, effective January 1, 2002, the Company recorded a one-time, non-cash charge
> of approximately $6,800, net of tax, to reduce the carrying value of its
> goodwill.  Such charge is reflected as a cumulative effect of a change in
> accounting principle in the accompanying condensed consolidated statement of operations
> and statement of cash flows.
> 
> 
> The Company has adopted the provisions of SFAS No. 148,
> "Accounting for Stock Based Compensation -- Transition and Disclosure" ("SFAS
> 148"), which amends FASB Statement No. 123, "Accounting for Stock-Based
> Compensation." As permitted by SFAS 148, the Company continues to measure
> compensation cost in accordance with Accounting Principles Board Opinion No. 25,
> "Accounting for Stock Issued to Employees" ("APB 25") and related
> interpretations, but provides pro forma disclosures of net income and earnings
> per share as if the fair-value method had been applied.  See Note 6 -
> Stock-Based Compensation for related disclosures.
> 
> 
> In November 2002, the FASB issued EITF
> No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain
> Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16 requires that
> consideration received by a customer from a vendor is considered
> (a) an adjustment of the prices of the vendor's products or services and
> therefore, characterized as a reduction of cost of sales when recognized in the
> reseller's statement of operations, (b) an adjustment to a cost incurred by the
> reseller and, therefore, characterized as a reduction of that cost when
> recognized in the reseller's statement of operations, or (c) a payment for
> assets or services delivered to the vendor, and therefore, characterized as
> revenue when recognized in the reseller's statement of operations. Adoption of EITF 02-16 is required for the Company
> for new agreements, including modifications of existing agreements, entered into
> after December 31, 2002.  As a
> result of the adoption of EITF 02-16, the Company recorded approximately $3,648
> as a reduction of cost of sales for the three months ended March 31, 2003, of which $3,576
> would have previously been netted against advertising expense and $72 against
> selling and administrative expenses.

6

---

3.   Net income (loss) per share

> Basic Earnings Per Share ("EPS") excludes dilution
>   and is computed by dividing net income (loss) by the weighted average number
>   of common shares outstanding during the reported periods.  Diluted EPS
>   reflects the potential dilution that could occur under the treasury stock
>   method if stock options and other commitments to issue common stock were
>   exercised. The computation of Basic and Diluted EPS is as follows:
> Three Months EndedMarch 31,2003
>       
>       
>       
>       2002Income before cumulative effect of change in accounting principle
>       
>       $
>       292
>       
>       
>       $
>       356Cumulative effect of change in
>       accounting principle
>       
>       
>       -
>       
>       
>       
>       (6,801)Net income (loss)
>       
>       $
>       292
>       
>       
>       $
>       (6,445)Weighted
>       average shares - Basic
>       
>       
>       10,598
>       
>       
>       
>       10,444Effect of
>         dilutive stock options and warrants
>       
>       
>       526
>       
>       
>       
>       490Weighted
>         average  shares - Diluted
>       
>       
>       11,124
>       
>       
>       
>       10,934Net earnings (loss) per share -
>       BasicIncome before cumulative effect of change in accounting principle
>       
>       $
>       0.03
>       
>       
>       $
>       0.03Cumulative effect of change in
>       accounting principle
>       
>       
>       -
>       
>       
>       
>       (0.65)Net income (loss)
>       
>       $
>       0.03
>       
>       
>       $
>       (0.62)Net earnings (loss) per share -
>       DilutedIncome before cumulative effect of change in accounting principle
>       
>       $
>       0.03
>       
>       
>       $
>       0.03Cumulative effect of change in
>       accounting principle
>       
>       
>       -
>       
>       
>       
>       (0.62)Net income (loss)
>       
>       $
>       0.03
>       
>       
>       $
>       (0.59)

7

---

4.    Segment Information

> The Company operates in two reportable segments: 1) a rapid response supplier
>   of technology solutions for business, government and educational institutions
>   as well as consumers, collectively referred to as the "Core Business", and 2)
>   a multi-category Internet retailer under the eCOST.com brand.  Beginning
>   in the first quarter of 2003,  the Company integrated its eLinux segment
>   into the Core Business segment.  The Company allocates resources to and
>   evaluates the performance of its segments based on operating income.  Corporate
>   expenses are included in the Company's measure of segment operating income for
>   management reporting purposes.
>   Summarized segment information for the three months ended
>   March 31, 2003
>   and 2002 is as follows:
>   Three
>           months ended March 31, 2003
>         
>         Core Business (1)
>         
>         eCOST.com
>         
>         ConsolidatedNet sales
>         
>         $
>         210,880
>         
>         $
>         23,917
>         
>         $
>         234,797Gross profit
>         
>         
>         26,176
>         
>         
>         2,690
>         
>         
>         28,866Income  from operations
>         
>         
>         537
>         
>         
>         115
>         
>         
>         652Three months ended March 31, 2002
>         
>         Core Business
>         
>         eCOST.com
>         
>         ConsolidatedNet sales
>         
>         $
>         170,067
>         
>         $
>         21,438
>         
>         $
>         191,505Gross profit
>         
>         
>         18,057
>         
>         
>         1,812
>         
>         
>         19,869Income (loss) from operations
>         
>         
>         770
>         
>         
>         (10)
>         
>         
>         760(1)
>         As discussed in Note 5, the results of ClubMac and Wareforce are
>         included in the Core Business segment for the period ended March 31,
>         2003.  In addition, the Core Business segment includes the
>         Company's eLinux operations, which was previously reported as a separate
>         segment.

> 8

5.    Acquisitions

> In July 2002, the Company completed the acquisition of
> substantially all of the assets of Wareforce, Inc. ("Wareforce") through a
> United States Bankruptcy proceeding under Chapter 11 of the United States
> Bankruptcy Code.  The Company paid initial consideration in the amount of
> approximately $9,000 to Wareforce's creditors and $436 directly to Wareforce on
> the closing date in exchange for trade accounts receivable and inventory with an
> initial valuation of $10,900, as well as all fixed and intangible assets. 
> In connection with these payments, the Company drew on its line of credit. 
> The Company paid to Wareforce $768 as additional contractual consideration
> in September 2002.  In connection with the acquisition, the Company hired
> substantially all of the sales and sales support employees of Wareforce, and
> recorded approximately $344
> of definite-lived intangible assets with amortizable lives of five to six years.   The Company considers Wareforce to be a part of the Core Business
> segment.
> In April 2002, the Company acquired substantially all of the
> assets of Pacific Business Systems, Inc. ("PBS"), a privately held direct
> marketer of computer products to business and consumer customers under the
> ClubMac and PBS brands. Under the terms of the asset purchase agreement, the
> Company has acquired PBS' customer database, accounts receivable, inventory,
> certain fixed assets and certain intellectual property and has assumed certain
> liabilities equal to the negotiated values of acquired accounts receivable and
> inventory. In addition to certain liabilities assumed, the Company issued
> 300,000 shares of its common stock valued at approximately $1,329 to PBS
> and has agreed to a capped three year earn-out, whereby additional consideration
> may be paid to PBS based on the future results of the acquired business.  As a
> result of the acquisition, the Company recorded approximately $804  of goodwill, and $200 of definite-lived
> intangible assets with amortizable lives between three and six years.  As
> of March 31, 2003 the acquired business completed its first full year of
> operations, and the earn-out was deemed to be immaterial.  The
> Company operates the acquired business as ClubMac, and considers this business
> to be a part of the Core Business segment.
> The following table presents unaudited pro
> forma information as if the acquired businesses had been combined with the
> Company at the beginning of the period presented (in thousands, except
> per share amounts).  The unaudited pro forma information is not necessarily
> indicative of future combined operating results.  The actual results for
> the three months ended March 31, 2003 are included in the Company's Condensed
> Consolidated Statement of Operations.
>   ThreeMonths EndedMarch 31,2002Net sales
>         $
>         225,815Income before
>           cumulative effect of change in accounting principle
>         $
>         67Cumulative effect of change
>         in accounting principle
>         
>         (6,801)Net loss
>         $
>         (6,734)Weighted average shares -
>         Basic
>         
>         10,444Weighted
>           average shares - Diluted
>         
>         10,934Net
>           earnings (loss) per share - BasicIncome
>           before cumulative effect of change in accounting principle
>         $
>         0.01Cumulative effect of change in accounting principle
>         
>         (0.65)Net earnings (loss) per share - Basic
>         $
>         (0.64)Net earnings (loss) per share - DilutedIncome
>           before cumulative effect of change in accounting principle
>         $
>         0.01Cumulative effect of change in accounting principle
>         
>         (0.63)Net
>           earnings (loss) per share - Diluted
>         $
>         (0.62)

6.          
Stock-Based Compensation

The Company accounts for its stock option plans
using the intrinsic value-based method of accounting prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
("APB 25") and related interpretations.  Under this method, compensation expense
is recorded on the date of grant only if the current market price of the
underlying common stock exceeded the exercise price.  Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123") established accounting and disclosure requirements using a fair
value-based method for stock option plans.  As allowed by SFAS No. 123, the
Company continues to apply the intrinsic value-based method of accounting, and
has adopted the disclosure requirements of SFAS 123.  Accordingly, the Company
does not record compensation expense on issuance of stock options, as all
options issued to date were granted at the then-current market value at the date
of grant.  Had compensation cost been determined consistent with SFAS 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts shown below:

For the three months endedMarch 31,2003



    


    


    2002Income before cumulative effect of
    change in accounting principle


    $



    292



    


    $
    356Cumulative effect of change in
    accounting principle

    
    -
    

    
    (6,801)Net income (loss) (as reported)


    



    292



    


    
    (6,445)Total
    stock-based compensation expense determined under fair value based method
    for all awards, net of related tax effects


    



    (269)



    


    
    (195)Pro
    forma net income (loss)


    $



    23



    


    $
    (6,640)Basic earnings (loss) per share (as reported)


    $



    0.03



    


    $
    (0.62)Basic earnings (loss) per share (pro forma)


    $



    0.00



    


    $
    (0.64)Diluted earnings (loss) per share (as reported)


    $



    0.03



    


    $
    (0.59)Diluted earnings (loss) per share (pro forma)


    $



    0.00



    


    $
    (0.61)




The fair value of each stock option grant has
been estimated pursuant to SFAS 123 on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions for grants
in 2003 and 2002, respectively:  risk-free interest rate of 3.60% and 5.14%;
expected volatility of 128% and 133%; and expected lives of 7 years.

9

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##### Table of Contents

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview and Recent Developments

PC Mall, Inc. ("PC Mall"), formerly IdeaMall,
Inc. and Creative Computers, Inc., together with its subsidiaries ("the
Company"), founded in 1987, is a rapid response direct
marketer of computer hardware, software, peripheral and electronics products.
The Company offers products to business, government and educational
institutions as well as individual consumers through direct marketing techniques, direct
response catalogs, dedicated inbound and Outbound telemarketing sales executives, the
Internet, a direct sales force and three retail showrooms.  The Company offers
a broad selection of products through its distinctive full-color catalogs under
the PC Mall, MacMall, ClubMac, PC Mall Gov and eCOST.com brands, its worldwide
Web sites on the Internet: pcmall.com, macmall.com, clubmac.com, pcmallgov.com,
and ecost.com, and other promotional materials.  The Company believes that
its rapid response service and its broad product selection result in customer
loyalty and repeat customer orders.



In September 1997, PC Mall formed a wholly-owned subsidiary,
uBid, Inc. ("uBid"), to sell computer-related products and consumer electronics
through an auction format on the Internet. On December 9, 1998, uBid completed
an initial public offering of 1,817,000 shares of its Common Stock.  Upon
completion of this offering, PC Mall owned 80.1% of the outstanding Common Stock
of uBid.  On June 7, 1999, PC Mall divested its ownership in uBid by means
of a tax-free distribution of all of its remaining 7.3 million shares of uBid
Common Stock to PC Mall's stockholders of record as of May 24, 1999.  In
April 2000, uBid was acquired by CMGI.



In February 1999, PC Mall formed eCOST.com as a wholly-owned
subsidiary.  eCOST.com is a multi-category Internet retailer of computer
products and electronics, and offers a broad selection of name-brand products,
most of which are sold at competitive prices plus itemized fees for processing
and shipping the order.  In December 1999, the Company formed eLinux as a
wholly-owned subsidiary to address the eLinux market.



During 2000, the Company shifted its strategy to focus primarily on its
Outbound telemarketing operations (the "Outbound" business).  Accordingly, the Company changed its
operating strategy for its start-up businesses, eCOST.com and eLinux,
emphasizing profitability over growth.



During 2002, the Company completed two acquisitions.  In April 2002, the Company acquired substantially all of the assets of
Pacific Business Systems, Inc. ("PBS"), a privately held direct marketer of
computer products to businesses and consumer customers under the ClubMac and PBS
brands.  The Company operates the acquired business as
ClubMac.  In July 2002, the Company completed the acquisition of substantially all
of the assets of Wareforce, Inc. ("Wareforce") through a United States
Bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code. 
The Company considers ClubMac and Wareforce to be  part of its Core Business
segment.  Also during 2002, PC Mall formed a new subsidiary, PC Mall Gov,
Inc. to focus on the public sector market and hired an experienced public sector
technology sales executive to lead the entity's operations.

Critical Accounting Policies

The
Company has identified the following as its critical accounting policies:

Revenue
Recognition.Net sales include product sales and
gross outbound shipping charges, net
of returns and allowances.  The Company recognizes revenue from product sales, net of
discounts, coupon redemption and estimated sales returns, when title to products
sold has transferred to the customer, generally upon the receipt of products by
the customer.  The Company offers a limited return policy on selected items
based on manufacturer return policies, and provides an allowance for sales
returns based on historical experience.  For all product sales shipped
directly from suppliers to customers, the Company takes title to the products
sold upon shipment, bears credit risk, and bears inventory risk for returned
products that are not successfully returned to suppliers; therefore, these
revenues are recognized at gross sales amounts.

Allowance
for Doubtful Accounts Receivable.The Company
maintains an allowance for doubtful accounts receivable based upon estimates of
future collection.  The Company extends credit to its customers based upon
an evaluation of each customer's financial condition and credit history, and
generally does not require collateral.  The Company continually evaluates
its customers' financial condition and credit history in determining the
adequacy of its allowance for doubtful accounts.  The Company also
maintains an allowance for uncollectible vendor receivables which arise from
vendor rebate programs, price protections and other promotions.  The
Company determines the sufficiency of the vendor receivable allowance based upon
various factors, including payment history.  Amounts received from vendors
may vary from amounts recorded because of potential non-compliance with certain
elements of vendor programs.

Reserve
for Inventory Obsolescence.  The Company maintains allowances for the
valuation of its inventory by estimating the obsolete or unmarketable inventory
based on the difference between inventory cost and market value determined by
general market conditions,  nature, age and type of each product.  The Company continually evaluates the adequacy of its
inventory reserve.

Deferred
Catalog Advertising Revenue and Costs.The
Company produces and circulates catalogs at various dates throughout the year
and receives market development funds and co-op
advertising funds from vendors included in each catalog. The
costs of developing, producing and circulating each catalog are deferred and charged to
advertising expense ratably over the life of the catalog based on the revenue
generated from each catalog, approximately eight weeks.Pursuant to the adoption of EITF 02-16 the related catalog market development
funds and co-op advertising funds are deferred and recognized as an offset to
cost of sales at a rate consistent with the recognition of the advertising
costs, which approximates the rate of product sales included in the catalog.  Deferred
advertising revenue is included in accrued expenses and other current
liabilities, offset by deferred advertising costs, which are included in prepaid
expenses and other current assets.

Impairment of Long Lived Assets.  The
Company reviews property, plant and equipment and purchased intangible assets
for impairment whenever events or changes in circumstances indicate the carrying
value of an asset may not be recoverable.  The Company's asset impairment
review assesses the fair value of the assets based on the future cash flows the
assets are expected to generate.  An impairment loss is recognized when
estimated undiscounted future cash flows expected to result from the use of the
asset plus net proceeds expected from disposition of the asset (if any) are less
than the carrying value of the asset.  Our estimates include projections of
future market growth, forecasted revenue and costs, expected periods the assets
will be utilized and appropriate discount rates.

The Company assesses whether goodwill is impaired
on an annual basis.  Upon determining the existence of goodwill impairment,
the Company measures that impairment based on the amount by which the book value
of goodwill exceeds its implied fair value which includes consideration of the
Company's market capitalization.  The implied fair value of goodwill is
determined by deducting the fair value of a reporting unit's identifiable assets
and liabilities from the fair value of the reporting unit as a whole. 
Additional impairment assessments may be performed on an interim basis if the
Company encounters events or changes in circumstances that would indicate that,
more likely than not, the book value of goodwill has been impaired.

Deferred Tax Assets. 
The Company's financial position at March 31, 2003 includes long and short-term
deferred tax assets.  It is the policy of the Company to record quarterly
tax provisions based on financial results for the quarter and apply such
provision against the long term portion of the deferred tax asset, until such
time as the asset is fully utilized.  A periodic review of the
recoverability of these assets is performed based on estimates of present and
future Company performance, the likelihood that such assets could be applied
against future income for income tax purposes, and the remaining term and nature
of each class of deferred tax asset.  Upon determination that these
deferred tax assets are, or would likely become unrecoverable, a valuation
reserve would be recorded against the deferred tax asset to report it at is
recoverable value.

There has been no
material change in the policies used in the preparation of the Company's
financial statements since the filing of the Company's Annual Report, except for
adoption of EITF 02-16 effective on January 1, 2003 as
described in "Recent Accounting Pronouncements" below.

Results of Operations
Three Months Ended March 31, 2003 Compared to the Three Months Ended
March 31, 2002Net sales for the quarter ended March 31, 2003 were $234.8 million, a 23%
increase over last year's first quarter net sales of $191.5 million.  The
increase in net sales for the first quarter of 2003 versus 2002 is primarily attributable to a 15%
increase in total Outbound business sales,  a 2% increase
in PC Mall Gov sales, a 12% increase in eCOST sales, and additional net sales of $34.3 million from the acquisition of PBS
and Wareforce, which closed in April 2002 and July 2002, respectively. 
Growth from these businesses was partially offset by a 13% decline in
catalog sales caused by weak consumer demand and unfilled back-orders of certain recently introduced
products.  eCOST.com
sales increased by 12%, to $23.9 million, from the comparable quarter in 2002. 
This increase was primarily due to continued enhancements to
its marketing and product offerings and increased Outbound sales to business
customers.  For the quarter ended March 31, 2003,
sales of Apple and Hewlett Packard products represented 22% and 18% of net sales, compared to 27%
and 17% in the prior year's first quarter, respectively.
Consolidated gross profit was $28.9 million for the three months ended March 31, 2003, an
increase of $9.0 million, or 45%, over the prior year's comparable quarter. 
The adoption of EITF 02-16, which resulted in the reclassification of certain
types of advertising revenue, was responsible for $3.6 million of the increase in gross profit.  The acquired businesses contributed
$4.7 million of the
increase in gross profit.  For the Core Business, gross profit increased
$8.1 million or 45%, to $26.2 million.  The adoption of EITF 02-16 was
responsible for $3.0 million of the overall increase combined with the effect of the acquired businesses as discussed above.  For eCOST.com, gross profit for the
first quarter of
2003 was $2.7
million, an increase of 48% from the prior year's first quarter.  The
adoption of EITF 02-16 was responsible for $0.7 million of the increase.  As a
percentage of net sales, consolidated gross profit for the three months ended
March 31, 2003 increased to 12.3% compared with 10.4% in the prior year.  The adoption of EITF 02-16 was
responsible for 160 basis points of the increase, and the remaining 30 basis points
resulted from increased margin from sales of services. 
For the Core Business, gross profit as a percentage of net sales increased to
12.4% compared with 10.6% in the prior year's first quarter.  The increase was based on the adoption
of EITF 02-16 and increased margin from sales of services as discussed above.  Gross profit as a percentage of net sales for eCOST.com
increased to 11.2% from 8.5% in the prior year's first
quarter also due to the adoption of EITF 02-16.   The Company's gross profit percentage
may vary from quarter to quarter, depending on the continuation of key vendor support programs, including price
protections, rebates and return policies, and based on product mix, pricing strategies,
acquisitions, competition and other factors.   See "Recent Accounting
Pronouncements" below for a discussion of the Company's adoption of EITF 02-16.

10

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Selling, general and administrative ("SG&A") expenses were $24.1 million
for the three months ended March 31, 2003, an increase of $5.5 million, or 29%,
from the prior year.  The ClubMac and Wareforce acquisitions are
responsible for $4.3
million of the overall increase in SG&A compared with prior year's first quarter. 
For the Core Business, SG&A expenses in the first quarter of 2003 were $22.1
million, an increase of $5.2 million, or 31%, compared to the first quarter of
the prior year, due mainly to the acquisitions of ClubMac and Wareforce as discussed above.  As a percent of net sales, consolidated SG&A
expenses increased to 10.3% from 9.7% in the prior year, primarily due to a 22%
expansion in Outbound account manager headcount, and the acquisitions of PBS and
Wareforce.  As a percent of net
sales, SG&A expenses for the Core Business
increased to 10.5% compared with 9.9% in the first quarter last year.  For
eCOST.com, SG&A expenses in the first quarter of
2003 were $2.0 million, an increase of $0.3 million, or 16% compared with the
first quarter of the prior year.  As a percent of net sales, SG&A expenses for eCOST.com increased to 8.2% in the first quarter of
2003 compared with 7.9% in the first quarter last year.

Consolidated net advertising expense for the first quarter of 2003 was $4.1
million compared to $0.5 million in the prior year's first quarter.  This
increase was mainly due to the adoption of EITF 02-16, which resulted in a reclassification of $3.6
million of vendor consideration to cost of sales, which was previously recorded
as a reduction of SG&A expenses.

Net interest expense
for the three months ended March 31, 2003 was $0.2 million, flat compared to
interest expense of $0.2 million in the prior year.
The Company recorded an income tax provision for the quarter ended March 31,
2003 of $0.2 million, flat compared to a $0.2 million tax provision in the prior
year, utilizing an effective tax rate of 37%
in both periods.  
Net income was $0.3 million, or $0.03 per diluted share, for the three months
ended March 31, 2003 compared to a net loss of $6.4 million, or $0.59 per diluted share, for the same period last year. 
The loss in prior year's first quarter was due in part to the adoption of SFAS 142,
which resulted in a one-time non-cash charge of $6.8 million, net of tax,
recorded as a cumulative effect of change in accounting principle.



11

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Liquidity and Capital Resources

The Company's primary capital need has been the funding of the working capital
requirements of its operations, recent acquisitions and the
development of the Outbound  business.  Historically,  the Company's  primary sources of financing have been from
cash flow from operations, public  offerings and
borrowings from its financial institutions.

The Company maintains a $75 million, asset-based revolving credit
facility from a lending unit of a large commercial bank (the "Line of Credit")
that commenced in March 2001.  In March 2003, the Line
of Credit was amended to extend the term by an additional three years and obtain improved terms. 
The Line of Credit functions as a working capital line of credit with a
borrowing base of inventory and accounts receivable, and bears interest at prime
with a LIBOR option.  At March 31, 2003, the Prime Rate was 4.25%. 
The Line of Credit is secured by substantially all of the Company's assets. 
The Line of Credit has as its single financial covenant a minimum tangible net
worth requirement and also includes a commitment fee of 0.25% annually on the
unused portion of the line up to $60 million.  The Company also maintains a
$40 million flooring credit facility, which functions in lieu of a vendor trade
payable for inventory purchases and does not bear interest if paid within terms
specific to each vendor (the "Flooring Facility").  The Flooring Facility
is secured by substantially all of the Company's assets and is also supported by
a letter of credit issued under the Line of Credit in the amount outstanding
under the Flooring Facility from time to time.  The amount outstanding
under the Flooring Facility is applied against the credit limit under the Line
of Credit.  The Company had no borrowings under the Flooring Facility
included in accounts payable and $37.2 million of net working capital advances
outstanding at March 31, 2003.  The Company was in compliance with its
financial covenants under the Line of Credit at March 31, 2003.  The
Company had $12.8 million available to borrow at March 31, 2003.  Loan
availability under the Line of Credit fluctuates daily and is affected by many
factors including eligible assets on-hand, opportunistic purchases of inventory
and early pay discounts.

As of March 31, 2003, the Company had cash and cash equivalents of $7.5 million
and working capital of $22.9 million.  Inventory decreased $1.8 million to
$53.4 million from December 31, 2002.  Accounts receivable increased $3.5
million to $58.3 million from December 31, 2002 due to a 15% sequential increase
in Outbound sales.  For the three months ended March 31, 2003, capital
expenditures were $1.1 million versus $0.9 million for the comparable period
last year.  As of March 31, 2003 the Company had no borrowings under the
Flooring Facility included in accounts payable and $37.2 million of net working
capital advances outstanding compared with balances of $0 and $17.5
million, respectively, as of December 31, 2002.  The increase over the prior year is
primarily due to a $19 million paydown of accounts payable to take advantage of early pay
discounts.  The Company believes that current working capital, together
with cash flows from operations and available lines of credit, will be adequate
to support the Company's current operating plans for at least the next twelve
months.  If the Company needs extra funds, such as for acquisitions or
expansion or to fund a significant downturn in sales that causes losses, there
are no assurances that adequate financing will be available at acceptable terms,
if at all.



In July 1996, the Company  announced its plan to repurchase up to 1,000,000  shares of its Common Stock. 
In September 2002, the Company announced the resumption of the share repurchase
program.  During the first quarter of 2003, the Company purchased 91,100
shares at an aggregate cost of $308,030.  The shares may be repurchased
from time to time at prevailing market prices,  through open market or negotiated  transactions,  depending upon market conditions.  No
limit was placed on the  duration of the  repurchase  program.  There is no guarantee as to the exact number of shares that the Company
will  repurchase.  Subject to applicable  securities  laws,  repurchases may be made at such times and in such amounts as the Company's
management  deems  appropriate.  The program  can also be  discontinued  at any time  management  feels  additional  purchases  are not
warranted.   The  Company  will  finance the  repurchase  plan with  existing  working  capital.  As of
March 31, 2003,  the Company has
repurchased a total of 248,700 shares under the program.

As part of its growth strategy, the Company may, in the future, acquire other
companies in the same or complementary lines of business and pursue other
business ventures. Any launch of a new business venture or any such acquisition
and the ensuing integration of the operations of the acquired company would
place additional demands on the Company's management and operating and financial
resources.

12

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Inflation

Inflation has not had a material impact upon operating results, and the Company does not expect it to have such an impact in the near
future.  There can be no assurances, however, that the Company's business will not be so affected by inflation.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 142, "Goodwill
and Other Intangible Assets," which changes the accounting for goodwill
and indefinite-lived intangible assets from an amortization method to an
impairment-only approach.  Under SFAS 142, goodwill impairment is deemed to
exist if the net book value of a reporting unit exceeds its estimated fair
value, including consideration of the Company's market capitalization. 
This methodology differs from the Company's previous policy, as permitted under
accounting standards existing at that time, of using undiscounted cash flows to
determine if goodwill is recoverable.  The Company's reporting units are
generally consistent with the operating segments underlying the segments
identified in Note 4 - Segment Information.



In the second quarter of 2002, the Company completed its
assessment of the impact of SFAS 142, and, as required by the provisions of SFAS
142, effective January 1, 2002, the Company recorded a one-time, non-cash charge
of approximately $6.8 million, net of tax, to reduce the carrying value of its
goodwill.  Such charge is reflected as a cumulative effect of a change in
accounting principle in the accompanying condensed consolidated statement of operations
and statement of cash flows.



The Company has adopted the provisions of SFAS No. 148,
"Accounting for Stock Based Compensation -- Transition and Disclosure" ("SFAS
148"), which amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation." As permitted by SFAS 148, the Company continues to measure
compensation cost in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations, but provides pro forma disclosures of net income and earnings
per share as if the fair-value method had been applied.   See Note 6 -
Stock-Based Compensation for related disclosures.



In November 2002, the FASB issued EITF
No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16 requires that
consideration received by a customer from a vendor is considered
(a) an adjustment of the prices of the vendor's products or services and
therefore, characterized as a reduction of cost of sales when recognized in the
reseller's statement of operations, (b) an adjustment to a cost incurred by the
reseller and, therefore, characterized as a reduction of that cost when
recognized in the reseller's statement of operations, or (c) a payment for
assets or services delivered to the vendor, and therefore, characterized as
revenue when recognized in the reseller's statement of operations.  Adoption of EITF 02-16 is required for the Company
for new agreements, including modifications of existing agreements, entered into
after December 31, 2002.  As a
result of the adoption of EITF 02-16, the Company recorded approximately
$3.6 million as a reduction of cost of sales for the three months ended March
31, 2003, of which, $3.5 million would have
previously been netted against advertising expense and $0.1 million against
selling and administrative expenses.

13

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Forward Looking Statements

Except for historical information, all of the statements,
expectations and assumptions contained in the foregoing are forward-looking
statements. The realization of any or all of these expectations is subject to a
number of risks and uncertainties and it is possible that the assumptions made
by management may not materialize, causing actual results to differ materially
from the forward looking statements. In that regard, there can be no assurance
that the transition in the Company's business strategy to an increasingly
Outbound sales model will be successful, that enhancements to Outbound account
executive support or other actions by the Company will result in improved
productivity, that profitability can be optimized, that the Company will be able
to achieve customer loyalty and repeat orders, that infrastructure investments
in the Company's Outbound business will result in expanded market share, or that
the Company will be profitable in 2003 or for the ensuing periods. There also
can be no assurance that the growth in Outbound sales will continue, that the
Company's expansion of its Outbound sales force will increase sales sufficiently
to offset costs, that Core Business sales, particularly catalog sales, will
rebound to historic levels, or that cost reductions, EBITDA or profitability for
the Company's Core Business and eCOST will continue or improve. There can also
be no assurance that the Company will successfully integrate businesses acquired
by the Company or that the Company will realize the potential synergies of such
acquired businesses. Increases in the percentage of direct sales by our vendors
could adversely affect our business. In addition to the factors set forth above,
other important factors that could cause actual results to differ materially
from the Company's expectations include: competition from companies either
currently in the market or entering the market; competition from other catalog
and retail store resellers and price pressures related thereto; uncertainties
surrounding the supply of and demand for products manufactured by and compatible
with Linux or Apple Computer; the Company's reliance on Apple Computer,
Hewlett-Packard, IBM, and other vendors; risks due to shifts in market demand and/or
price erosion of owned inventory; general economic and computer industry
conditions; the continued acceptance of the Company's distribution channel by
vendors and customers; the timely availability and acceptance of new products;
continuation of key vendor relationships and support programs; the continuing
development, maintenance, and operation of the Company's information technology
("IT") systems; changes and uncertainties in economic conditions that could
affect the rate of IT spending by the Company's customers; changes in pricing by
the Company's vendors; the timing and extent of repurchases under the Company's
share repurchase program; inability to convert back orders to completed sales;
the ability of the Company to hire and retain qualified sales account
executives; the effects of natural disasters or geopolitical events on the
Company or the general economy; dependence on key personnel, the effect of
narrow gross operating margins on operating results, quarterly fluctuations in
results, the ability of the Company to successfully expand into the public
sector market, the Company's dependence on one or more shipping companies for
delivery of products, the effect of increased postage, shipping or packaging
costs, technological changes and inventory obsolescence, dependence on the
continued viability of the internet, volatility of the Company's stock price and
sales or use tax collection. In addition, if the Company needs extra funds, such
as for acquisitions or expansion or to fund a significant downturn in sales that
causes losses, there are no assurances that adequate financing will be available
at acceptable terms, if at all. This list of risk factors is not intended to be
exhaustive. Reference should also be made to the risk factors set forth from
time to time in the Company's SEC reports, including but not limited to those
set forth in the section entitled, "Certain Factors Affecting Future Results" in
its Annual Report on Form 10-K for the year ended December 31, 2002.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's  financial  instruments  include cash.  As of
March 31, 2003,  the carrying  values of the Company's
financial instruments approximated their fair values based on current market prices and rates.

The Company has exposure to the risks of fluctuating interest
rates on its Line of Credit.  The variable interest rate on the Line of
Credit is tied to the prime rate or the London interbank offered rate at the
discretion of the Company.  If the variable rate on the Line of Credit
changes, the Company may be required to pay more interest.  The Company
believes that the effect of any change in interest rates will not be material to
the Company's financial position.

It is the Company's  policy not to enter into  derivative  financial instruments.  The Company does not have any  significant  foreign
currency  exposure  since it does not  transact  business  in foreign  currencies.  Therefore,  the Company  does not have  significant
overall currency exposure as of March 31, 2003.



ITEM 4.   CONTROLS AND
PROCEDURES

Within the 90 days prior to the filing of this report, the
Company carried
out an evaluation, under the supervision and with the participation of the
Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based on
this evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in timely
alerting them to material information required to be included in this report. 
It should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.

There have been no significant changes in the Company's internal controls or in other
factors which could significantly affect internal controls subsequent to its
most recent evaluation of its internal controls.

14

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PART II - OTHER
INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

> a.  Exhibits
> 
>     10.49    Third Amendment to Loan and Security Agreement and
>     Other Financing Agreements, dated as of August 23, 2002, among Congress
>     Financial Corporation (Western), the Registrant and certain subsidiaries of
>     the Registrant
>     99.1       Certification of
>     the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. 1350,
>     as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
>     99.2       Certification of
>     the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. 1350,
>     as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
> 
>     b.  Reports on Form 8-K
> 
>     None.

15

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SIGNATURE

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

|                   |  |  |     |                                                                            
|------------------ |  |  | --- | ---------------------------------------------------------------------------
|Date: May 15, 2003 |  |  |     | PC MALL, INC.                                                              
|                  
|                   |  |  | By: | /s/ Ted Sanders
        Ted Sanders
Chief Financial Officer                
|                  
|                   |  |  |     | (Duly Authorized Officer of
the Registrant and Principal
Financial Officer)

16

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I, Frank Khulusi, certify that:

1.         I
have reviewed this quarterlyreport on Form 10-Q of PC Mall, Inc.;

2.        
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterlyreport;

3.        
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.         The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

a)        
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)       
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)        
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.         The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a)         all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b)        any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6.         The
registrant's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Date: 
        May 15, 2003 |  |  |  | /s/ Frank Khulusi
        Frank Khulusi
        Chief Executive Officer
|--------------------------- |  |  |  | -----------------------------------------------------------------------

CERTIFICATION

I, Ted Sanders, certify that:

1.         I
have reviewed this quarterlyreport on Form 10-Q of PC Mall, Inc.;

2.        
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterlyreport;

3.        
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.         The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

a)        
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)       
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)        
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.         The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a)         all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b)        any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6.         The
registrant's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Date: 
        May 15, 2003 |  |  |  | /s/ Ted Sanders
        Ted  Sanders
Chief Financial Officer
|--------------------------- |  |  |  | ------------------------------------------------------------

17

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PC Mall, Inc.

EXHIBIT INDEX

|Exhibit Number | Description                                                                                                                                                                                                                      
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.49          | Third Amendment to Loan and Security
    Agreement and Other Financing Agreements, dated as of August 23, 2002, among
    Congress Financial Corporation (Western), the Registrant and certain
    subsidiaries of the Registrant
|99.1           | Certification of
    the Chief Executive Officer of the Registrant pursuant to 18 U.S.C.  Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 
|99.2           | Certification of
    the Chief Financial Officer of the Registrant pursuant to 18 U.S.C.  Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 



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