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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

(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, 2002

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
      ofincorporation or organization) |  | (I.R.S. Employer Identification
      Number)

2555 West 190th StreetTorrance, 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 [
 ]

There were 10,771,636 outstanding shares of Common Stock at
May 10, 2002.



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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 | 8                                                    |  
|Item 3. Quantitative
      and Qualitative Disclosures About Market Risk                            | 10                                                   |  
|PART II - OTHER INFORMATION                                                                         |                                                      |  
|Item
      2. Changes in Securities and Use of Proceeds                                             | 11                                                   |  
|Item 6. Exhibits
      and Reports on Form 8-K                                                      | 11                                                   |  
|Signature                                                                                           | 11                                                  
|                                                                                                    |                                                     

2

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Table
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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

|                                  |                                                                                                                   |                                            |          | March
      31, 2002 |  |        |                        
|--------------------------------- | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------- | -------------------- |  | ------ | -----------------------
|                                  |                                                                                                                   |                                            |          | (unaudited)          |  |        | December
      31, 2001
|                                  |                                                                                                                   | Assets                                     |         
|Current
      assets:            
|                                  | Cash and cash
      equivalents                                                                                   | $                                          | 11,106   |                      |  | $      | 9,972                  
|                                  | Accounts
      receivable, net of allowance for doubtful accounts                                                 |                                            | 42,532   |                      |  |        | 38,707                 
|                                  | Inventories                                                                                                       |                                            | 39,115   |                      |  |        | 46,074                 
|                                  | Prepaid
      expenses and other current assets                                                                   |                                            | 2,217    |                      |  |        | 2,096                  
|                                  | Deferred
      income taxes                                                                                       |                                            | 1,840    |                      |  |        | 1,840                  
|                                  |                                                                                                                   | Total current
    assets                   |          | 96,810               |  |        |                        
|Property and equipment,
      net |                                                                                                                   | 11,169                                     |          |                      |  | 11,304 |                        
|Goodwill, net                     |                                                                                                                   | 10,796                                     |          |                      |  | 10,796 |                        
|Deferred income
      taxes       |                                                                                                                   | 3,853                                      |          |                      |  | 4,062  |                        
|Other
      assets                |                                                                                                                   | 1,026                                      |          |                      |  | 954    |                        
|                                  |                                                                                                                   |                                            | $        | 123,654              |  |        | $                      
|                                  |                                                                                                                   | Liabilities and
      Stockholders' Equity
|Current
    liabilities:         
|                                  | Accounts payable                                                                                                  | $                                          | 56,666   |                      |  | $      | 59,151                 
|                                  | Accrued expenses and other
      current liabilities                                                              |                                            | 10,013   |                      |  |        | 10,526                 
|                                  | Deferred revenue                                                                                                  |                                            | 9,990    |                      |  |        | 8,744                  
|                                  | Line of credit                                                                                                    |                                            | 1,165    |                      |  |        | 1,561                  
|                                  | Capital leases - current
      portion                                                                            |                                            | 453      |                      |  |        | 437                    
|                                  | Notes payable - current
      portion                                                                             |                                            | 1,000    |                      |  |        | 1,000                  
|                                  |                                                                                                                   | Total current
      liabilities            |          | 79,287               |  |        |                        
|Capital leases - long
      term  |                                                                                                                   | -                                          |          |                      |  | 125    |                        
|Notes payable - long
      term   |                                                                                                                   | -                                          |          |                      |  | 250    |                        
|                                  |                                                                                                                   | Total liabilities                          |          | 79,287               |  |        |                        
|                                  |                                                                                                                   |                                            |          |                      |  |        |                        
|Stockholders'
    equity:         |                                                                                                                   |                                            |          |                     
|                                  | Preferred stock, $.001 par value; 5,000,000 shares authorized; none
      issued and outstanding                  |                                            | -        |                      |  |        | -                      
|                                  | Common
      stock, $.001 par value; 15,000,000 shares authorized; 10,443,616 shares
      issued and outstanding |                                            | 11       |                      |  |        | 11                     
|                                  | Additional paid-in
      capital                                                                                  |                                            | 74,418   |                      |  |        | 74,418                 
|                                  | Treasury stock at cost:
      15,000 shares                                                                       |                                            | (91)     |                      |  |        | (91)                   
|                                  | Retained earnings
      (accumulated deficit)                                                                     |                                            | (29,971) |                      |  |        | (30,327)               
|                                  |                                                                                                                   | Total stockholders'
      equity           |          | 44,367               |  |        |                        
|                                  |                                                                                                                   |                                            | $        | 123,654              |  |        | $                      

See notes to condensed consolidated financial statements.

3

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

|                                                            |                    |         |  |   |        
|----------------------------------------------------------- | ------------------ | ------- |  | - | -------
|                                                            | Three Months Ended
|                                                            | March 31,         
|                                                            |                    | 2002    |  |   | 2001   
|Net sales                                                   | $                  | 191,505 |  | $ | 198,351
|Cost of goods sold                                          |                    | 171,636 |  |   | 176,428
|Gross profit                                                |                    | 19,869  |  |   | 21,923 
|Selling,
      general and administrative expenses          |                    | 19,109  |  |   | 19,763 
|Income from operations                                      |                    | 760     |  |   | 2,160  
|Interest expense, net                                       |                    | (195)   |  |   | (204)  
|Income before income taxes                                  |                    | 565     |  |   | 1,956  
|Income tax provision                                        |                    | 209     |  |   | 724    
|Net income                                                  | $                  | 356     |  | $ | 1,232  
|                                                            |                    |         |  |   |        
|Basic
      earnings per share                              | $                  | 0.03    |  | $ | 0.12   
|Diluted
      earnings per share                            | $                  | 0.03    |  | $ | 0.12   
|                                                            |                    |         |  |   |        
|Basic weighted
      average number of shares outstanding   |                    | 10,444  |  |   | 10,434 
|Diluted
      weighted average number of shares outstanding |                    | 10,934  |  |   | 10,436 

See notes to condensed consolidated financial statements.

4

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

|                                                                 |                                                                                               |                                                      |        | For the
      three months ended March
      31, |         
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------ | ------------------------------------------------ | --------
|                                                                 |                                                                                               |                                                      |        | 2002                                             |         
|Cash flows from operating
      activities:                     
|                                                                 | Net income                                                                                    | $                                                    | 356    |                                                  | $       
|                                                                 | Adjustments to
      reconcile net income to net cash provided by operating
      activities: |                                                      |        |                                                  |         
|                                                                 | Depreciation and
      amortization                                                           |                                                      | 1,153  |                                                  |         
|                                                                 | Provision for deferred income
      taxes                                                     |                                                      | 209    |                                                  |         
|                                                                 | Loss on disposal of fixed
      assets                                                        |                                                      | -      |                                                  |         
|                                                                 | Changes in assets and liabilities:                                                            |                                                      |        |                                                  |         
|                                                                 |                                                                                               | Accounts
    receivable                              |        | (3,825)                                          |         
|                                                                 |                                                                                               | Inventories                                          |        | 6,959                                            |         
|                                                                 |                                                                                               | Prepaid expenses and other
      current assets      |        | (121)                                            |         
|                                                                 |                                                                                               | Accounts payable                                     |        | (2,485)                                          |         
|                                                                 |                                                                                               | Accrued expenses and other
      current liabilities |        | (513)                                            |         
|                                                                 |                                                                                               | Deferred revenue                                     |        | 1,246                                            |         
|                                                                 | Total adjustments                                                                             |                                                      | 2,623  |                                                  |         
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Net cash provided
      by operating activities                  |                                                                                               | 2,979                                                |        |                                                  | 13,871  
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Cash flows from investing
      activities:                      |                                                                                               |                                                      |        |                                                  |         
|                                                                 | Purchases of property and
      equipment                                                     |                                                      | (911)  |                                                  |         
|                                                                 | Proceeds from sale of
      equipment                                                         |                                                      | -      |                                                  |         
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Net cash used in investing
      activities                      |                                                                                               | (911)                                                |        |                                                  | (56)    
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Cash flows from financing
      activities:                      |                                                                                               |                                                      |        |                                                  |         
|                                                                 | Payments for deferred
      financing costs                                                   |                                                      | (179)  |                                                  |         
|                                                                 | Borrowings under notes
      payable                                                          |                                                      | -      |                                                  |         
|                                                                 | Payments under notes
      payable                                                            |                                                      | (250)  |                                                  |         
|                                                                 | Net
      payments
      under line of credit                                                 |                                                      | (396)  |                                                  |         
|                                                                 | Principal payments of
      obligations under capital leases                                  |                                                      | (109)  |                                                  |         
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Net cash
      used in financing activities                      |                                                                                               | (934)                                                |        |                                                  | (15,605)
|                                                                 |                                                                                               |                                                      |        |                                                  |         
|Net
      increase/(decrease) in cash and
      cash equivalents |                                                                                               | 1,134                                                |        |                                                  | (1,790) 
|Cash and cash
      equivalents:                                 |                                                                                               |                                                      |        |                                                  |         
|                                                                 | Beginning of
    period                                                                       |                                                      | 9,972  |                                                  |         
|                                                                 | End of period                                                                                 | $                                                    | 11,106 |                                                  | $       

See notes to condensed consolidated financial statements.

5

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PC Mall, Inc.NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

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, 2001.

In the opinion of management,
the accompanying financial statements contain all adjustments necessary to fairly
state the financial position of the Company at March 31, 2002 and
December 31, 2001, the results of operations for the three months ended March 31, 2002 and
2001 and cash flows for the three months ended March 31, 2002 and March 31, 2001. 
The results of operations for the interim
periods are not necessarily indicative of the results of operations for the full
year.

Certain reclassifications have
been made to the 2001 financial statements to conform to the 2002 presentation.

2.   
Recent Accounting Pronouncements

In July
2001, the FASB issued
SFAS No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 142, which
changes the accounting for goodwill and indefinite-lived intangible assets from
an amortization method to an impairment-only approach, is effective for
fiscal years beginning after December 15, 2001.  The Company is in the
process of determining the impact that adoption
of this Standard will have on its consolidated financial statements, if any, and
will complete this assessment by June 30, 2002.  The Company's selling, general and administrative
expenses were reduced by approximately $0.1 million for the quarter ended March
31, 2002 due to the discontinuance of goodwill amortization as required by the
Standard.

In August
2001, the FASB
issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets." 
SFAS No. 144 supercedes SFAS No. 121," Accounting for the Impairment of Long-Lived
Assets to be Disposed Of" and APB Opinion No. 30, "Reporting Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" and amends APB No.
51, "Consolidated Financial Statements."  This Statement was issued to
address the accounting for a segment of a business accounted for as a
discontinued operation under APB No. 30 and to establish a single accounting
model based on the framework established in SFAS No. 121, for long-lived assets
to be disposed of by sale.  The Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2001.  The
adoption of this statement did not have a material impact on the Company's
consolidated financial statements.

In
May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and
64, Amendment of SFAS No. 13, and Technical Corrections."  Among
other things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for early
extinguishment only when the provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" are met.  SFAS No. 145
provisions regarding early extinguishment of debt are generally effective for
fiscal years beginning after May 15, 2002.  Management does not believe
that the adoption of this statement will have a material impact on the
consolidated financial statements.

6

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3.   Net income
per share

Basic Earnings Per Share
  (EPS)
  excludes dilution and is computed by dividing net income 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 (in thousands, except per share data):

> Three Months EndedMarch 31,2002
>       
>       
>       
>       2001Net income
>       
>       $
>       356
>       
>       
>       $
>       1,232Weighted average
>         number of  shares -
>         Basic
>       
>       
>       10,444
>       
>       
>       
>       10,434Effect of
>         dilutive stock options and warrants
>       
>       
>       490
>       
>       
>       
>       2Weighted
>         average number of shares - Diluted
>       
>       
>       10,934
>       
>       
>       
>       10,436Net earnings
>         per share - Basic
>       
>       $
>       0.03
>       
>       
>       $
>       0.12Net earnings
>         per share - Diluted
>       
>       $
>       0.03
>       
>       
>       $
>       0.12

4.Segment Information

The Company operates in three
  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"; 2) a multi-category Internet
  retailer under the eCOST.com brand, and 3) a rapid response supplier of
  Linux-based products and services provided under the eLinux brand.

Summarized segment information for the three
  months ended
  March 31, 2002 and 2001 is as follows (in thousands):

> Three months ended
>         March 31, 2002
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       168,178
>       
>       $
>       21,438
>       
>       $
>       1,889
>       
>       $
>       191,505Gross profit
>       
>       
>       17,923
>       
>       
>       1,812
>       
>       
>       134
>       
>       
>       19,869Income
>         (loss) from
>       operations
>       
>       
>       999
>       
>       
>       (10)
>       
>       
>       (229)
>       
>       
>       760Three months ended
>         March 31, 2001
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       173,772
>       
>       $
>       22,715
>       
>       $
>       1,864
>       
>       $
>       198,351Gross profit
>       
>       
>       19,795
>       
>       
>       1,941
>       
>       
>       187
>       
>       
>       21,923Income
>         (loss) from
>       operations
>       
>       
>       2,379
>       
>       
>       (4)
>       
>       
>       (215)
>       
>       
>       2,160

5.Subsequent Events

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 to PBS 300,000 shares of
its common stock 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.  In connection with the transaction, the Company will also
extend offers of employment to PBS sales and support employees.

In
May 2002, the Company signed a definitive agreement to acquire substantially all of the
assets of Wareforce, Inc. ("Wareforce"). Wareforce is a publicly
traded technology solutions provider serving large corporations in the Southern
California marketplace.  The acquisition of substantially all the
assets of Wareforce is contemplated through a United States Bankruptcy
proceeding under Chapter 11 of the United States Bankruptcy Code.  This
transaction is subject to the United States Bankruptcy Court's approval and
bidding procedures and is contingent upon customary closing conditions for
similar transactions.

6.Pro-Forma Earnings Based on Adoption ofFAS No. 142, "Goodwill and Other Intangible
Assets"

If
the Company had adopted SFAS 142 effective January 1, 2001, net income, basic
earnings per share and diluted earnings per share would have been as follows:



> Three Months EndedMarch 31,2002
>     
>     
>     2001Reported net
>       income
>     $
>     356
>     
>     $
>     1,232Add back:
>       goodwill amortization, net of tax effect
>     
>     -
>     
>     
>     82Adjusted net
>       income
>     $
>     356
>     
>     $
>     1,314Basic
>       earnings per share:Reported net
>       income
>     $
>     0.03
>     
>     $
>     0.12Goodwill
>       amortization
>     
>     -
>     
>     
>     0.01Adjusted net
>       income
>     $
>     0.03
>     
>     $
>     0.13Diluted
>       earnings per share:Reported net
>       income
>     $
>     0.03
>     
>     $
>     0.12Goodwill
>       amortization
>     
>     -
>     
>     
>     0.01Adjusted net
>       income
>     $
>     0.03
>     
>     $
>     0.13

7

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

Overview and Recent Developments

PC
Mall, Inc. (the "Company"), formerly IdeaMall, Inc. and Creative Computers,
Inc., founded
in 1987, is a 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
relationship-based direct marketing techniques, direct response catalogs, dedicated
inbound telemarketing sales executives, the Internet, a direct sales force, and
a retail showroom.  The Company
offers a broad selection of products through its distinctive full-color catalogs
under the PC Mall, MacMall, and eCOST.com brands, its five worldwide
web sites on the Internet: pcmall.com, macmall.com, ccit-inc.com, ecost.com, and
elinux.com, and other promotional materials. The Company's staff of
knowledgeable sales executives, customer service and technical
support personnel work together to serve customers by assisting in product
selection and offering technical assistance.  The Company believes that its high level of customer service results in
customer loyalty and repeat customer orders.

Results of Operations

Three Months Ended March 31, 2002
Compared to the Three Months Ended March 31, 2001

Net sales for the quarter ended
March 31, 2002 were $191.5
million, a 3.5% decrease over last year's first quarter net sales of $198.4
million.  First quarter 2002 sales were impacted by a 54% increase
in backorders of recently introduced products that were not delivered in time to
be reflected in first quarter results.  Outbound sales for the three months
ended March 31, 2002 increased 20% over the comparable quarter last year. 
However, catalog sales dropped 14% for the quarter from the same quarter last year, partially the result of
a product backlog that caused sales to fall into the next quarter.  eCOST.com sales
declined by 6%, to $21.4 million, from the comparable quarter in 2001, the result of an 18% reduction in advertising.  eLinux sales for the three months ended
March 31, 2002 increased 1%, to $1.9 million, from the comparable quarter last year.  For the three months ended March 31, 2002,
sales of Apple products represented 24% of net sales, compared to 25% for
the prior year's first quarter.

Gross profit was $19.9 million for
the three months ended March 31, 2002, a decrease of $2.1 million, or 9.4%, from
the prior year's comparable quarter. For the Core business, gross profit
decreased $1.9 million, or 9.5%, to $17.9 million.  The decrease is
primarily due to fluctuations in vendor support programs and aggressive pricing by new Outbound
account executives establishing relationships with business customers.  For eCOST.com, gross profit
for the first quarter of 2002 was $1.8 million, a decrease of $0.1 million, or
6.6%, from the prior year's first quarter.  For eLinux, gross profit for the
quarter ended March 31, 2002 decreased 28.3% to $0.1 million versus the
prior year's first quarter.  As a percentage of net sales, consolidated gross
profit for the three months ended March 31, 2002 decreased to 10.4% compared
with 11.1% in the prior year.  For the Core business, gross profit as a
percentage of net sales declined to 10.7% compared with 11.4% in the prior
year's first quarter.  The decrease is primarily due to changes in vendor
support programs and aggressive pricing by new Outbound account executives
establishing relationships with business customers.  Gross profit as a percentage of net sales for eCOST.com
remained unchanged at 8.5% compared to the prior year's first quarter.  For eLinux, gross profit as a percentage of net
sales decreased to 7.1% from 10.0% compared to the prior year's first quarter. 
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 and other factors.

8

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Selling, general and administrative
expenses were $19.1 million for the three months ended March 31, 2002, a
decrease of $0.6 million, or 3.3%, from the prior year. As a percentage of
sales, selling, general and administrative expenses were flat at 10.0% compared
to the prior year.    For the Core business, selling, general and
administrative expenses in the first quarter of 2002 were $16.9 million, a
decrease of $0.5 million, or 2.8%, compared to the first quarter of the prior
year.  As a percentage of net sales, selling, general and administrative expenses
for the Core business increased slightly to 10.1% compared with 10.0% in the first quarter last year. 
Reductions in administrative and variable costs from the first quarter of the
prior year were partially
offset by increased spending to fund a 25% expansion of the Outbound
sales force.  For eCOST.com, selling, general and administrative expenses
in the first quarter decreased $0.1 million, or 6.3%, to $1.8 million compared with the
first quarter of the prior year, primarily due to reductions in advertising
expenditures.  As a percentage of net sales, selling, general and administrative
expenses for eCOST.com decreased to 8.5% in the first quarter of 2002 compared
with 8.6% in the first quarter last year.  For eLinux, selling, general and
administrative expenses in the first quarter of 2002 decreased 9.7%, to $0.4
million, compared with the first quarter of the prior year. As a percentage of
net sales, selling, general and administrative expenses for eLinux decreased to
19.2% compared with 21.6% in the first quarter last year, reflecting cost
containment efforts for that segment.

Net interest expense for the
three months ended March 31, 2002 was $0.2 million, unchanged from the prior year.  Net interest
expense resulted from borrowings under the Company's line of credit, partially
offset by income from the investment of excess cash.

The Company recorded
an income tax provision for the quarter ended March 31, 2002 of $0.2
million, utilizing an effective tax rate of 37%, compared to a provision of $0.7
million for the same period in the prior year.

Net income was
$0.4 million, or $0.03 per share, for
the three months ended March 31, 2002 compared to a net income of $1.2
million, or $0.12 per share, for the same period last year.

Liquidity and Capital Resources

The Company's primary capital
need has been the funding of the working capital requirements of its operations
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 stockholders, private investors and financial institutions.

The
Company maintains a $75 million, three-year asset-based revolving credit facility from a
lending unit of a large commercial bank (the "Line of Credit"). 
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, 2002, the Prime Rate was 4.75%. 
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 of the Letter of
Credit is applied against the credit limit under the Line of Credit.  The Company had
$5.5 million of borrowings under the credit facility included in accounts
payable and $1.2 million of net working capital advances outstanding at March 31,
2002.

At
March 31, 2002, the Company had cash and short-term
investments of $11.1 million, and working
capital of $17.5 million.  The Company has
historically funded its operations through a combination of operating cash flow,
current working capital and available lines of credit.  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 through 2002.  However, 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. 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, 2002, the Company has repurchased 15,000 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. 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.

Subsequent Events

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 to PBS 300,000 shares of
its common stock 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.  In connection with the transaction, the Company will also
extend offers of employment to PBS sales and support employees.

In
May 2002, the Company signed a definitive agreement to acquire substantially all of the
assets of Wareforce, Inc. ("Wareforce"). Wareforce is a publicly
traded technology solutions provider serving large corporations in the Southern
California marketplace.  The acquisition of substantially all the
assets of Wareforce is contemplated through a United States Bankruptcy
proceeding under Chapter 11 of the United States Bankruptcy Code.  This
transaction is subject to the United States Bankruptcy Court's approval and
bidding procedures and is contingent upon customary closing conditions for
similar transactions.

9

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Table
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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 FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets."  SFAS 142, which changes the accounting for goodwill and
indefinite-lived intangible assets from an amortization method to an
impairment-only approach, is effective for fiscal years beginning after
December 15, 2001.  The Company is in the process of determining the impact
that adoption of this Standard will have on its consolidated financial
statements, if any, and will complete this assessment by June 30, 2002.  The Company's selling, general and administrative
expenses were reduced by approximately $0.1 million for the quarter ended March
31, 2002 due to the discontinuance of goodwill amortization as required by the
Standard.

In August
2001, the FASB issued SFAS
No. 144, "Accounting for the Impairment of Long-Lived Assets."  SFAS No. 144
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to
be Disposed Of" and APB Opinion No. 30, "Reporting Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" and amends APB No. 51,
"Consolidated Financial Statements."  This Statement was issued to address
the accounting for a segment of a business accounted for as a discontinued
operation under APB No. 30 and to establish a single accounting model based on
the framework established in SFAS 121, for long-lived assets to be disposed of by
sale.  The Statement is effective for financial statements issued for
fiscal years beginning after December 15, 2001.  The adoption of this
statement did not have a material impact on the Company's consolidated
financial statements.

In
May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and
64, Amendment of SFAS No. 13, and Technical Corrections."  Among
other things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for early
extinguishment only when the provisions of Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" are met.  SFAS No. 145
provisions regarding early extinguishment of debt are generally effective for
fiscal years beginning after May 15, 2002.  Management does not believe
that the adoption of this statement will have a material impact on the
consolidated financial statements.

Business Factors

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 infrastructure investments in the Company's Outbound
business will result in expanded market share, or that the Company will be
profitable in 2002 or for the ensuing periods. There can be no assurance that
the focus on eLinux's profitability will succeed or result in bottom line
improvements, or that eLinux's sales and business models prove successful, or
that eLinux will continue to make progress towards achieving profitability.
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 PBS or that the synergies between the two companies will be
realized.  In addition, regarding the Wareforce acquisition, the Company
can provide no assurance that such acquisition will be completed, or if
completed, will successfully be integrated or that the synergies between the two
companies will be realized.  In addition to the factors set forth above, other important factors
that could cause actual results to differ materially from our 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; our
reliance on Apple Computer, IBM, Hewlett-Packard, Compaq and other vendors; and
risks due to shifts in market demand and/or price erosion of owned inventory.
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 2001.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Company's financial instruments include cash and long-term
debt. As of March 31, 2002, the carrying values of the Company's financial
instruments approximated their fair values based on current market prices and
rates.

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, 2002.

10

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Table of Contents

PART II - OTHER INFORMATION

ITEM
2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On
January 30, 2002, the Company issued a warrant to purchase 15,000 shares of the
Company's Common Stock to Epoch Financial Group, Inc., for investor and public
relations services to be rendered to the Company.  Fifty percent (50%) of
the Common Stock underlying the warrant vests six months after the warrant issue
date, and 8.33% of the Common Stock underlying the warrant vests on each monthly
anniversary of the warrant issue date thereafter.  The exercise price is
$4.00 per share, and the warrant expires on January 29, 2007.  The issuance
of the warrant was exempt from registration under the 1933 Securities Act (the
"Act") pursuant to the private placement exemption under Section 4(2)
of the Act.  The recipient of the securities represented (i) it was an
"accredited investor" within the meaning of Rule 501 promulgated under
the Act and (ii) its intent to acquire the securities for investment only and
not with a view to, or for sale in connection with, any distribution thereof.

ITEM 6.  EXHIBITS AND REPORTS ON FORM
8-K

> a.  Exhibits
>       10.46
>       Form of Lease Agreement between the Company and Anderson-Tully Company, dated
>       April 16, 2002 for the premises located at 4715 E. Shelby Drive, Memphis,
>       Tennessee.
>     b.  Reports on Form 8-K
>     1.  
>       A
>       Current Report on Form 8-K was filed on January 23, 2002 regarding a press
>       release issued to announce unaudited consolidated financial results for
>       the fourth quarter and the year ended 2001.

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, 2002 |  |  |     | PC MALL, INC.                                                                  
|                        
|                         |  |  | By: | /s/ TED SANDERSTed SandersChief Financial
  Officer                            
|                        
|                         |  |  |     | (Duly Authorized Officer ofthe
      Registrant and PrincipalFinancial Officer)

11

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PC Mall, Inc.

EXHIBIT INDEX

|Exhibit
      Number | Description                                                                                                                                                                         
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.46                | Form
      of Lease Agreement between the Company and Anderson-Tully Company, dated
      April 16, 2002 for the premises located at 4715 E. Shelby Drive, Memphis,
      Tennessee.