##### Table of Contents

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, 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: June 30, 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 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 [  ]

There were 10,782,192 outstanding shares of Common Stock at August
13, 2002.



---

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 | 
|                                                                                                    | Condensed Notes to
    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                            | 15                                                       |  
|PART II - OTHER INFORMATION                                                                         |                                                          |  
|Item
      2. Changes in Securities and Use of Proceeds                                             | 16                                                       |  
|Item
      5. Other Information                                                                     | 16                                                       |  
|Item 6. Exhibits
      and Reports on Form 8-K                                                      | 16                                                       |  
|Signature                                                                                           | 17                                                      
|                                                                                                    |                                                         

2



---

##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share data)

|                                  |                                                                                                                                              |                                      |        | June 30,    |          |         | December 31, |       
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------ | ----------- | -------- | ------- | ------------ | ------
|                                  |                                                                                                                                              |                                      |        | 2002        |          |         | 2001         |       
|                                  |                                                                                                                                              |                                      |        | (unaudited) |         
|                                  |                                                                                                                                              | Assets                               |       
|Current assets:                  
|                                  | Cash and cash equivalents                                                                                                                    | $                                    | 6,138  |             |          | $       | 9,972        |       
|                                  | Accounts receivable, net of allowance for doubtful accounts                                                                                  |                                      | 48,638 |             |          |         | 38,707       |       
|                                  | Inventories                                                                                                                                  |                                      | 46,859 |             |          |         | 46,074       |       
|                                  | Prepaid expenses and other current assets                                                                                                    |                                      | 2,527  |             |          |         | 2,096        |       
|                                  | Deferred income taxes                                                                                                                        | 1,840                                |        |             | 1,840   
|                                  |                                                                                                                                              | Total current
          assets       |        | 106,002     |          |         |              | 98,689
|Property and equipment, net       |                                                                                                                                              | 8,912                                |        |             |          | 11,304  |             
|Asset held for sale, net          |                                                                                                                                              | 1,746                                |        |             |          | -       |             
|Goodwill, net                     |                                                                                                                                              | 1,214                                |        |             |          | 10,796  |             
|Deferred income taxes             |                                                                                                                                              | 3,585                                |        |             |          | 4,062   |             
|Other assets                      | 1,853                                                                                                                                        |                                      |        | 954         |         
|                                  | $                                                                                                                                            | 123,312                              |        |             | $        | 125,805 |             
|                                  |                                                                                                                                              | Liabilities and Stockholders' Equity
|Current liabilities:             
|                                  | Accounts payable                                                                                                                             | $                                    | 60,730 |             |          | $       | 59,151       |       
|                                  | Accrued expenses and other current liabilities                                                                                               |                                      | 10,857 |             |          |         | 10,526       |       
|                                  | Deferred revenue                                                                                                                             |                                      | 8,059  |             |          |         | 8,744        |       
|                                  | Line of credit                                                                                                                               |                                      | 7,147  |             |          |         | 1,561        |       
|                                  | Capital leases - current portion                                                                                                             |                                      | 344    |             |          |         | 437         
|                                  | Notes payable - current portion                                                                                                              | 750                                  |        |             | 1,000   
|                                  |                                                                                                                                              | Total current liabilities            |        | 87,887      |          |         |              | 81,419
|Capital leases - long term        |                                                                                                                                              | -                                    |        |             |          | 125     |             
|Notes payable -
        long term | -                                                                                                                                            |                                      |        | 250         |         
|                                  |                                                                                                                                              | Total liabilities                    | 87,887 |             |          | 81,794  |             
|                                  |                                                                                                                                              |                                      |        |             |          |        
|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;
          10,779,967 and 10,443,616 shares issued and outstanding, respectively |                                      | 11     |             |          |         | 11           |       
|                                  | Additional paid-in capital                                                                                                                   |                                      | 75,816 |             |          |         | 74,418       |       
|                                  | Treasury stock at cost: 15,000 shares                                                                                                        |                                      | (91)   |             |          |         | (91)         |       
|                                  | Retained earnings (accumulated deficit)                                                                                                      | (40,311)                             |        |             | (30,327) |         |             
|                                  |                                                                                                                                              | Total stockholders' equity           | 35,425 |             |          | 44,011  |             
|                                  | $                                                                                                                                            | 123,312                              |        |             | $        | 125,805 |             

See condensed notes to consolidated financial statements.

3

---

##### Table of Contents




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

|                                                                            |                    |         |                  |      |   |         |  |   |          |  |   |         | 
|--------------------------------------------------------------------------- | ------------------ | ------- | ---------------- | ---- | - | ------- |  | - | -------- |  | - | ------- | 
|                                                                            | Three Months Ended |         | Six Months Ended |     
|                                                                            | June 30,           |         | June 30,         |     
|                                                                            | 2002               |         |                  | 2001 |   | 2002    |  |   | 2001     | 
|Net sales                                                                   | $                  | 204,945 |                  |      | $ | 171,980 |  | $ | 396,450  |  | $ | 370,330 | 
|Cost of goods sold                                                          |                    | 182,452 |                  |      |   | 153,705 |  |   | 354,087  |  |   | 330,131 | 
|Gross profit                                                                |                    | 22,493  |                  |      |   | 18,275  |  |   | 42,363   |  |   | 40,199  | 
|Selling,
          general and administrative expenses                      |                    | 21,216  |                  |      |   | 17,164  |  |   | 40,327   |  |   | 36,929  | 
|Loss on  building
          held for sale                                   |                    | 350     |                  |      |   | -       |  |   | 350      |  |   | -       | 
|Income from operations                                                      |                    | 927     |                  |      |   | 1,111   |  |   | 1,686    |  |   | 3,270   | 
|Interest expense, net                                                       |                    | (202)   |                  |      |   | (183)   |  |   | (397)    |  |   | (386)   | 
|Income  before income taxes                                                 |                    | 725     |                  |      |   | 928     |  |   | 1,289    |  |   | 2,884   | 
|Income tax provision                                                        |                    | 269     |                  |      |   | 343     |  |   | 477      |  |   | 1,067   | 
|Income before cumulative
          effect of change in accounting principle |                    | 456     |                  |      |   | 585     |  |   | 812      |  |   | 1,817   | 
|Cumulative
          effect of change in accounting principle               |                    | -       |                  |      |   | -       |  |   | (10,796) |  |   | -       | 
|Net income (loss)                                                           | $                  | 456     |                  |      | $ | 585     |  | $ | (9,984)  |  | $ | 1,817   | 
|                                                                            |                    |         |                  |      |   |         |  |   |          |  |   |         | 
|Earnings (loss) per share:                                                  |                    |         |                  |      |   |         |  |   |          |  |   |         | 
|Income before cumulative effect of change in accounting principle           | $                  | 0.04    |                  |      | $ | 0.06    |  | $ | 0.08     |  | $ | 0.17    | 
|Cumulative
          effect of change in accounting principle               |                    | -       |                  |      |   | -       |  |   | (1.01)   |  |   | -       | 
|                                                                            | $                  | 0.04    |                  |      | $ | 0.06    |  | $ | (0.93)   |  | $ | 0.17    | 
|                                                                            |                    |         |                  |      |   |         |  |   |          |  |   |         | 
|Diluted Earnings (loss) per share:                                          |                    |         |                  |      |   |         |  |   |          |  |   |         | 
|Income
          before cumulative effect of change in accounting principle | $                  | 0.04    |                  |      | $ | 0.06    |  | $ | 0.07     |  | $ | 0.17    | 
|Cumulative
          effect of change in accounting principle               |                    | -       |                  |      |   | -       |  |   | (0.96)   |  |   | -       | 
|                                                                            | $                  | 0.04    |                  |      | $ | 0.06    |  | $ | (0.89)   |  | $ | 0.17    | 
|Basic weighted average number of shares outstanding                         |                    | 10,716  |                  |      |   | 10,434  |  |   | 10,680   |  |   | 10,434  | 
|Diluted weighted average number of shares outstanding                       |                    | 11,263  |                  |      |   | 10,448  |  |   | 11,199   |  |   | 10,441  | 

See condensed notes to consolidated financial statements.

4

---

##### Table of Contents




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

|                                                            |                                                                                                              |                                                          |         | For the six months endedJune 30, |         
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------- | ------- | -------------------------------- | --------
|                                                            |                                                                                                              |                                                          |         | 2002                             |         
|Cash flows from operating activities:                      
|                                                            | Net income (loss)                                                                                            | $                                                        | (9,984) |                                  | $       
|                                                            | Adjustments to reconcile net
          income (loss) to net cash provided by/(used in) operating activities: |                                                          |         |                                  |         
|                                                            | Cumulative effect of change in accounting
          principle                                                |                                                          | 10,796  |                                  |         
|                                                            | Depreciation and amortization                                                                                |                                                          | 1,989   |                                  |         
|                                                            | Provision for deferred income taxes                                                                          |                                                          | 477     |                                  |         
|                                                            | Loss on disposal of fixed assets                                                                             |                                                          | -       |                                  |         
|                                                            | Loss on building held for sale                                                                               |                                                          | 350     |                                  |         
|                                                            | Changes in assets and liabilities:                                                                           |                                                          |         |                                  |         
|                                                            |                                                                                                              | Accounts receivable                                      |         | (8,526)                          |         
|                                                            |                                                                                                              | Inventories                                              |         | 1,469                            |         
|                                                            |                                                                                                              | Prepaid expenses and other current assets                |         | (411)                            |         
|                                                            |                                                                                                              | Other assets                                             |         | (693)                            |         
|                                                            |                                                                                                              | Accounts payable                                         |         | (1,756)                          |         
|                                                            |                                                                                                              | Accrued expenses and other current
          liabilities |         | (56)                             |         
|                                                            |                                                                                                              | Deferred revenue                                         |         | (685)                            |         
|                                                            | Total adjustments                                                                                            |                                                          | 2,954   |                                  |         
|                                                            |                                                                                                              |                                                          |         |                                  |         
|Net cash (used
        in)/provided by operating activities |                                                                                                              | (7,030)                                                  |         |                                  | 16,266  
|                                                            |                                                                                                              |                                                          |         |                                  |         
|Cash flows from investing activities:                       |                                                                                                              |                                                          |         |                                  |         
|                                                            | Purchase of property and equipment                                                                           |                                                          | (1,453) |                                  |         
|                                                            | Payments for
        costs incurred for acquisition of business                                              |                                                          | (109)   |                                  |         
|                                                            | Proceeds from sale of property and equipment                                                                 |                                                          | -       |                                  |         
|Net cash used in investing activities                       |                                                                                                              | (1,562)                                                  |         |                                  | (429)   
|                                                            |                                                                                                              |                                                          |         |                                  |         
|Cash flows from financing activities:                       |                                                                                                              |                                                          |         |                                  |         
|                                                            | Payments for
          deferred financing costs                                                              |                                                          | (179)   |                                  |         
|                                                            | Borrowings under notes payable                                                                               |                                                          | -       |                                  |         
|                                                            | Payments under notes payable                                                                                 |                                                          | (500)   |                                  |         
|                                                            | Net
        borrowings/(payments) under line of credit                                                       |                                                          | 5,586   |                                  |         
|                                                            | Principal payments of obligations under capital leases                                                       |                                                          | (218)   |                                  |         
|                                                            | Proceeds from stock issued under stock option plans                                                          |                                                          | 69      |                                  |         
|Net cash provided
        by/(used in) financing activities |                                                                                                              | 4,758                                                    |         |                                  | (16,663)
|                                                            |                                                                                                              |                                                          |         |                                  |         
|Net decrease in cash and cash equivalents                   |                                                                                                              | (3,834)                                                  |         |                                  | (826)   
|Cash and cash equivalents:                                  |                                                                                                              |                                                          |         |                                  |         
|                                                            | Beginning of period                                                                                          |                                                          | 9,972   |                                  |         
|                                                            | End of period                                                                                                | $                                                        | 6,138   |                                  | $       

See condensed notes to consolidated financial statements.

5

---

##### Table of Contents

PC Mall, Inc.
CONDENSED NOTES TO 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
>   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 June 30, 2002 and December 31, 2001
>   and the results of operations for the three and six months ended
>         June 30, 2002 and 2001, and cash flows for the six months ended June 30,
>   2002 and 2001.  The results of operations for the interim periods are not necessarily indicative of the results of
>         operations for the full year.

2.    Recent Accounting Pronouncements

> In July 2001, the
>   FASB issued Statements of Financial Accounting Standards ("Statement") No.
>   141, "Business Combinations" and No. 142, "Goodwill and Other Intangible
>   Assets" ("FAS 142").  These standards change the accounting for business
>   combinations by, among other things, prohibiting the prospective use of
>   pooling-of-interests accounting and requiring companies to stop amortizing
>   goodwill and certain intangible assets with an indefinite useful life. 
>   Instead, goodwill and intangible assets deemed to have an indefinite useful
>   life will be subject to an annual review for impairment.  In January
>   2002, the Company adopted FAS 142 and will perform its annual impairment review during the fourth
>   quarter of each year, commencing in the fourth quarter of 2002.
>   Under FAS 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.  The Company's reporting units are generally consistent with
>   the operating segments underlying the segments identified in Note 4 - Segment
>   Information.  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.
>   In the second
>   quarter of 2002, the Company completed its assessment of the impact of FAS 142, and, as required by
>   the provisions of FAS
>   142, effective January 1, 2002, the Company recorded a one-time, non-cash charge  of approximately $10.8 million 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 consolidated statement of
>   operations.
>   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
>   Company's consolidated financial statements.
>   In July
>   2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit
>   or Disposal Activities."  This Statement addresses financial accounting and
>   reporting for costs associated with exit or disposal activities and nullifies
>   Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
>   Certain Employee Termination Benefits and Other Costs to Exit an Activity
>   (including Certain Costs Incurred in a Restructuring)."  The principal
>   difference between this Statement and Issue 94-3 relates to its requirements
>   for recognition of a liability for a cost associated with an exit or disposal
>   activity.  This Statement requires that a liability for a cost associated with
>   an exit or disposal activity be recognized when the liability is incurred. 
>   Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was
>   recognized at the date of an entity's commitment to an exit plan.  A
>   fundamental conclusion reached in this Statement is that an entity's
>   commitment to a plan, by itself, does not create a present obligation to
>   others that meets the definition of a liability.  Therefore, this Statement
>   eliminates the definition and requirements for recognition of exit costs in
>   Issue 94-3.  This Statement also establishes that fair value is the objective
>   for initial measurement of the liability.  The provisions of this Statement
>   are effective for exit or disposal activities that are initiated after
>   December 31, 2002.  The Company does not believe that this Statement will have
>   a material impact on its consolidated financial statements.

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 (in
>   thousands, except per share data):
>   
>   Three Months Ended
>         
>         Six Months EndedJune 30,
>         
>         June 30,2002
>         
>         
>         2001
>         
>         
>         2002
>         
>         
>         2001Income before
>           cumulative effect of change in accounting principle
>         
>         $
>         456
>         
>         
>         $
>         585
>         
>         
>         $
>         812
>         
>         
>         $
>         1,817Cumulative
>           effect of change in accounting principle
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         (10,796)
>         
>         
>         
>         -Net income (loss)
>         
>         $
>         456
>         
>         
>         $
>         585
>         
>         
>         $
>         (9,984)
>         
>         
>         $
>         1,817Weighted average shares -
>           Basic
>         
>         
>         10,716
>         
>         
>         
>         10,434
>         
>         
>         
>         10,680
>         
>         
>         
>         10,434Effect of
>           dilutive stock options and warrants
>         
>         
>         547
>         
>         
>         
>         14
>         
>         
>         
>         519
>         
>         
>         
>         7Weighted
>           average shares - Diluted
>         
>         
>         11,263
>         
>         
>         
>         10,448
>         
>         
>         
>         11,199
>         
>         
>         
>         10,441Net earnings
>           (loss) per share - BasicIncome
>           before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.08
>         
>         
>         $
>         0.17Cumulative
>           effect of change in accounting principle
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         (1.01)
>         
>         
>         
>         -$
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         (0.93)
>         
>         
>         $
>         0.17Net earnings (loss) per share - DilutedIncome
>           before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.07
>         
>         
>         $
>         0.17Cumulative
>           effect of change in accounting principle
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         (0.96)
>         
>         
>         
>         -$
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         
>         (0.89)
>         
>         
>         $
>         0.17

7

---

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, which
>   commenced operations in February 2001.
>   Summarized segment information for the three and six months ended June 30, 2002
>   and 2001 is as follows (in thousands):
>   Three
>           months ended June 30, 2002
>         
>         Core Business (1)
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         181,905
>         
>         $
>         21,320
>         
>         $
>         1,720
>         
>         $
>         204,945Gross profit
>         
>         
>         20,274
>         
>         
>         2,056
>         
>         
>         163
>         
>         
>         22,493Income (loss) from operations
>         
>         
>         910
>         
>         
>         193
>         
>         
>         (176)
>         
>         
>         927Three
>           months ended June 30, 2001
>         
>         Core Business
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         147,389
>         
>         $
>         22,034
>         
>         $
>         2,557
>         
>         $
>         171,980Gross profit
>         
>         
>         16,066
>         
>         
>         2,022
>         
>         
>         187
>         
>         
>         18,275Income (loss) from operations
>         
>         
>         1,020
>         
>         
>         264
>         
>         
>         (173)
>         
>         
>         1,111Six
>           months ended June 30, 2002
>         
>         Core Business(1)
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         350,083
>         
>         $
>         42,758
>         
>         $
>         3,609
>         
>         $
>         396,450Gross profit
>         
>         
>         38,197
>         
>         
>         3,868
>         
>         
>         298
>         
>         
>         42,363Income (loss) from operations
>         
>         
>         1,887
>         
>         
>         200
>         
>         
>         (401)
>         
>         
> 
>       1,686Six
>           months ended June 30, 2001
>         
>         Core Business
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         321,161
>         
>         $
>         44,748
>         
>         $
>         4,421
>         
>         $
>         370,330Gross profit
>         
>         
>         35,862
>         
>         
>         3,963
>         
>         
>         374
>         
>         
>         40,199Income (loss) from operations
>         
>         
>         3,399
>         
>         
>         260
>         
>         
>         (389)
>         
>         
>         3,270(1)As discussed in Note 6, the results of ClubMac
> are included in the Core Business segment.

5.    Subsequent
Events

> 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 on July 8, 2002 (the "Closing Date"). 
>   The Company paid initial consideration in the amount of approximately $9.0 million to Wareforce's creditors and $436,000 directly to Wareforce on the
>   Closing Date and received trade accounts receivable and inventory with a gross
>   value of $10.9 million, as well as all fixed and intangible assets.  In
>   connection with these payments, the Company drew on its line of credit.  As
>   part of the aggregate consideration for the acquisition, the Company will also
>   be required to purchase up to $600,000 in additional accounts receivable
>   originated by Wareforce during the thirty (30) day period following the
>   Closing Date, for an amount equal to eighty percent (80%) of the gross value
>   of such receivables.  The Company will also be required to pay to Wareforce
>   $1,007,500 as additional consideration on or before September 6, 2002.  In
>   connection with the acquisition, the Company hired substantially all of the
>   sales and sales support employees of Wareforce.
>   During the second quarter of 2002, the
>   Company entered into an agreement to sell an unused building acquired through
>   acquisition in 1997.  In August 2002, the Company completed the sale of
>   the building and received net proceeds of approximately $1.8 million and realized a net
>   loss from the sale of approximately $350,000, with the loss recorded in the
>   Company's consolidated statement of operations for the three months ended June
>   30, 2002.
> 8

6.    Acquisition of Pacific Business Systems

> 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 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 $1.2 million of
> goodwill, and $0.2 million of definite-lived intangible assets with amortizable
> lives between three and six years.  The Company operates the acquired
> business as ClubMac, and considers this to be a part of the Core Business
> segment.   As the acquisition was non-cash in nature,
> the acquired balances have been excluded from the Company's consolidated
> statement of cash flows.

7.    Pro-Forma Earnings Based on Adoption of FAS 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 Ended
>         
>         Six Months EndedJune 30,
>         
>         June 30,2002
>         
>         
>         2001
>         
>         
>         2002
>         
>         
>         2001Reported income
>           before cumulative effect of change in accounting principle
>         
>         $
>         456
>         
>         
>         $
>         585
>         
>         
>         $
>         812
>         
>         
>         $
>         1,817Add back: 
>           goodwill amortization, net of tax effect
>         
>         
>         -
>         
>         
>         
>         82
>         
>         
>         
>         -
>         
>         
>         
>         164Adjusted
>           income before cumulative effect of change in accounting principle
>         
>         $
>         456
>         
>         
>         $
>         667
>         
>         
>         $
>         812
>         
>         
>         $
>         1,981Basic earnings per share:Reported
>           income before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.08
>         
>         
>         $
>         0.17Goodwill amortization
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         0.02Adjusted
>           income before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.08
>         
>         
>         $
>         0.19Diluted earnings per share:Reported
>           income before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.07
>         
>         
>         $
>         0.17Goodwill amortization
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         0.02Adjusted
>           income before cumulative effect of change in accounting principle
>         
>         $
>         0.04
>         
>         
>         $
>         0.06
>         
>         
>         $
>         0.07
>         
>         
>         $
>         0.19

9

---

##### Table of Contents




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview and Recent Developments
PC Mall, Inc. (the "Company"), formerly IdeaMall, Inc. and Creative Computers, Inc., 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 relationship-based telemarketing techniques, direct response catalogs,
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,
ClubMac, PC Mall Gov, and eCOST.com brands and its

worldwide web sites on the Internet: pcmall.com, macmall.com, clubmac.com,
pcmallgov.com, ecost.com, and elinux.com, and other promotional
materials.  The Company's staff of knowledgeable telemarketing 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.

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 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 the acquisition was non-cash in nature, the
acquired balances have been excluded from the Company's consolidated statement
of cash flows.

In Item 2 ("Management's Discussion and Analysis of
Financial Condition and Results of Operations") of our Annual Report on
Form 10-K for the year ended December 31, 2001, we included a discussion of the
most significant accounting policies used in the preparation of our
financial statements. There has been no material change in the policies used by
us in the preparation of our financial statements since the filing of our Annual
Report, except for adoption on January 1, 2002 of  SFAS No. 142 as
described in "Recent Accounting Pronouncements" below.

Results of Operations
Three Months Ended June 30, 2002 Compared to the Three Months Ended June 30, 2001

Net sales for the quarter ended June 30, 2002 were $204.9 million, a 19%
increase over last year's second
quarter net sales of $172.0 million. The increase in net sales for the quarter
is primarily attributable to a 26% increase in Outbound Direct Marketing sales
and $14.4 million from the acquisition of Pacific Business Systems, which closed in April 2002. 
The increase was offset by a 6% decline in consumer catalog sales.  eCOST.com
sales declined by 3%, to $21.3 million, from the comparable quarter in 2001,
primarily the result of a planned increase in gross profit margins.  eLinux
sales for the quarter ended June 30, 2002 decreased 33%, to $1.7 million, from
the comparable quarter last year.  For the quarter ended June 30, 2002,
sales of Apple products represented 22% of net sales, compared to 23% in the
prior year's second quarter.
Gross profit was $22.5 million for the three months ended June 30, 2002, an
increase of $4.2 million, or 23%, over the prior year's comparable quarter. For the Core business, gross profit
increased $4.2 million, or 26%, to $20.3 million. For eCOST.com, gross profit for the second quarter of
2002 was $2.1
million, an increase of 2%, from the prior year's second quarter. For eLinux, gross profit
for the quarter ended June 30, 2002 was $0.2 million, approximately equal to the prior year's second quarter. As a
percentage of net sales, consolidated gross profit for the three months ended June 30,
2002 increased  to 11.0%
compared with 10.6% in the prior year. For the Core business, gross profit as a percentage of net sales
increased to 11.1% compared with 10.9% in the prior year's second quarter. Gross profit as a percentage of net sales for eCOST.com increased to 9.6% from 9.2% in the prior year's second
quarter.  For eLinux, gross profit as a percentage of net sales
increased to 9.5% from 7.3% in the prior year's second 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,
acquisitions and other factors.

10

---

Selling, general and administrative expenses were $21.2 million for the three months
ended June 30, 2002, an increase of $4.1 million, or 24%, from the prior year. 
As a percent of
net sales, selling,
general and administrative expenses increased to 10.4% from 10.0% in the prior year, primarily
due to the additional cost resulting from a 28% expansion in Outbound account
manager headcount, an increase in net advertising expenditures, and the Pacific Business Systems
acquisition.  For the Core business, selling, general and administrative expenses in the second quarter of
2002 were $19.0 million, an increase of $4.0 million, or 26%, compared to the second quarter of the prior year. 
As a
percent of net sales, selling, general and administrative expenses for the Core business
increased to 10.5%
compared with 10.2% in the second quarter last year.  For eCOST.com, selling, general and administrative expenses
in the second quarter of 2002 were $1.9 million, an increase of $0.1 million, or
6% compared with the second
quarter of the prior year primarily due
to increased advertising expenditures.  As a percent of net sales, selling, general and administrative expenses for eCOST.com
increased to 8.7% in the second quarter of 2002 compared with 8.0% in the second quarter last year. 
For eLinux, selling, general and administrative expenses in
the second quarter of 2002 decreased 6%, to $0.3 million, compared with the second quarter of the prior year. 
As a percent of net sales, selling, general and administrative expenses for eLinux
increased to 19.7% compared
with 14.1% in the second quarter last year, the result of a 33% decline
in sales.

Income from operations for the quarter ended
June 30, 2002 was also reduced by $0.4 million due to a non-cash, one-time
charge for a loss on the sale of a vacant building.  The building was
acquired as a part of an acquisition in 1997 and was not in use by the Company. 
The sale of the vacant building was completed on August 8, 2002, and yielded
approximately $1.8 million in net cash proceeds.

Net interest expense for the three months ended June 30, 2002 was $0.2 million,
nearly equal to the comparable quarter in
2001.

The Company recorded an income tax provision for the quarter ended June 30, 2002
of $0.3 million, nearly equal to the comparable quarter in 2001, utilizing an effective tax rate of 37%
in both periods.  
Net income was $0.5 million, or $0.04 per share, for the three months ended June 30,
2002 compared to net income of $0.6 million, or $0.06 per share, for the same period last year.
Six Months Ended June 30, 2002 Compared to the Six Months Ended June 30, 2001

Net sales for the six months ended June 30, 2002 were $396.5 million, a 7%
increase over the six months ended June 30, 2001.  The increase in net
sales for the period is primarily attributable to a 23% increase in Outbound
Direct Marketing sales, and a 4% increase due to the acquisition of Pacific
Business Systems, which was completed  in April 2002.  The increase was offset by a
10% decline in consumer catalog sales, primarily the result of an 8% decline in
advertising expenditures.  For the six months ended June 30, 2002, net sales for
eCOST.com  declined by 4%, to $42.8 million, from the comparable period in
2001.  eLinux sales for the six months ended June 30, 2002 decreased 18%,
to $3.6 million, from the comparable quarter last year.  For the six months
ended June 30, 2002, sales of Apple products represented 23% of net sales,
compared to 24% in the prior year's comparable period.

11

---

Gross profit was $42.4 million for the six months ended June 30, 2002, an
increase of
$2.2 million, or 5%, over the prior year's comparable period. For the Core business, gross profit
increased $2.3 million, or 7%, to $38.2 million for the six months ended June 30,
2002 over the same period last year.
For eCOST.com, gross profit for the six months of 2002 decreased 2%, to $3.9 million, over the comparable
period of the prior year. For eLinux, gross profit for the six months ended June 30,
2002 decreased  20%, to $0.3 million, over the prior six-month comparable period.  As a percentage of net sales, consolidated gross profit
for the six months ended June 30, 2002 decreased to 10.7% compared with 10.9% for the same period in the prior
year. 
For the Core business, gross profit as a percentage of net sales declined to
10.9% compared to 11.2% in the
prior year's comparable period, primarily as a result of fluctuations in vendor
support experienced in the first quarter of 2002 and aggressive pricing by new
Outbound account managers establishing relationships with business customers. For eCOST.com, gross profit as a percentage of net sales increased to
9.0% for
the six months ended June 30, 2002 from 8.9% in the prior year's comparable
period.  For eLinux, gross profit as a percentage of net sales for the six months
ended June 30, 2002 decreased to 8.3% from 8.5% compared to the comparable period in the prior year.

Selling, general and administrative expenses were $40.3 million for the six months
ended June 30, 2002, an increase of $3.4 million, or 9%, from the prior year. As a percent of net sales,
selling, general and administrative expenses increased to 10.2% from 10.0% in the prior year.  For the Core
business, selling, general and administrative expenses for the six months ended June 30,
2002 were $36.0 million,
an increase of $3.5 million, or 11%, compared to the same period in the prior year.  As a percent of net sales, selling,
general and administrative expenses for the Core business increased to 10.3% for the six months ended June 30,
2002 compared with 10.1% for the same period last year, primarily due to an
increase in Outbound account manager headcount, increased net advertising
expenditures and the acquisition of Pacific
Business Systems. For eCOST.com, selling, general and administrative
expenses for the six months ended June 30, 2002 were $3.7 million, a decrease of
1% compared
with the same six-month period in the prior year. As a percent of net sales, selling, general and administrative expenses for
eCOST.com increased to 8.6% for the six months ended June 30, 2002 compared with
8.3% for the comparable period
last year. For eLinux, selling, general and administrative expenses for the six months ended June 30,
2002 were $0.7 million, a decrease of 8% compared with the same period in the prior year. As a percent of net sales,
selling, general and administrative expenses for eLinux increased to 19.4% for the six months ended June 30,
2002 compared with 17.3% for the same period last year.

Net interest expense for the six months ended June 30, 2002 was $0.4 million,
nearly equal to net interest  expense for the comparable period in 2001.  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 of $0.5 million for the six months ended June 30,
2002 versus $1.1 million for the comparable period in 2001, utilizing an
effective tax rate of 37% in both periods.

As described in "Recent Accounting
Pronouncements" below, in the second quarter, the Company completed its
assessment of the impact of FAS 142, and, as required by FAS
  142, effective January 1, 2002, the Company recorded a one-time, non-cash charge  of approximately $10.8 million 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 consolidated statement of
  operations.

Net loss, including the $10.8 million non-cash write-off of goodwill, was $10.0
million, or $0.89 per share, for the six months ended June 30, 2002 compared to
a net income of $1.8 million, or $0.17 per share, for the same period last year.



12

---

Liquidity and Capital Resources

The Company's  primary  capital need has been the funding of the working  capital  requirements
of its operations, new 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 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") that commenced in March 2001.  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 June 30, 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 outstanding under the Flooring Facility is applied against the
credit limit under the Line of Credit.  The Company had $2.2 million of
borrowings under the Flooring Facility included in accounts payable and $7.1
million of net working capital advances outstanding at June 30, 2002.

As of June 30, 2002,  the Company had cash and cash  equivalents  of $6.1  million and working  capital of
$17.8  million.  Inventory increased $0.8 million to $46.9  million from December 31, 2001.  Accounts  receivable
increased $9.9 million to $48.6 million from
December 31, 2001  due to a 23% increase in Outbound sales and the acquisition of
PBS. 
For the six months ended June 30, 2002,  capital
expenditures  were $1.5 million versus $0.5 million for the  comparable  period last year. 
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.  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.  The Company was in compliance with its financial
covenants under the Line of Credit at June 30, 2002.

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 June 30,
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.

13

---

Subsequent Events

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 on July 8, 2002 (the "Closing Date").  The
Company paid initial consideration in the amount of approximately $9.0 million
to Wareforce's creditors and $436,000 directly to Wareforce on the Closing Date
and received trade accounts receivable and inventory with a gross value of $10.9
million as well as all fixed and intangible assets.  In connection with these
payments, the Company drew on its line of credit.  As part of the aggregate
consideration for the acquisition, the Company will also be required to purchase
up to $600,000 in additional accounts receivable originated by Wareforce during
the thirty (30) day period following the Closing Date, for an amount equal to
eighty percent (80%) of the gross value of such receivables.  The Company will
also be required to pay to Wareforce $1,007,500 as additional consideration on
or before September 6, 2002.  In connection with the acquisition, the Company
hired substantially all of the sales and sales support employees of Wareforce.

During the second quarter of 2002, the Company
entered into an agreement to sell an unused building acquired through
acquisition in 1997.  In August 2002, the Company completed the sale of the
building and  received net proceeds of approximately $1.8 million and realized a net
loss from the sale of approximately $350,000, with the loss recorded in the
Company's Consolidated Statement of Operations for the three months ended June
30, 2002.

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 Statements of Financial Accounting Standards ("Statement") No.
  141, "Business Combinations" and No. 142, "Goodwill and Other Intangible
  Assets" ("FAS 142").  These standards change the accounting for business
  combinations by, among other things, prohibiting the prospective use of
  pooling-of-interests accounting and requiring companies to stop amortizing
  goodwill and certain intangible assets with an indefinite useful life. 
  Instead, goodwill and intangible assets deemed to have an indefinite useful
  life will be subject to an annual review for impairment.  In January
  2002, the Company adopted FAS 142 and will perform its annual impairment review during the fourth
  quarter of each year, commencing in the fourth quarter of 2002.

Under FAS 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.  The Company's reporting units are generally consistent with
  the operating segments underlying the segments identified in Note 4 - Segment
  Information.  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.

In the second
  quarter of 2002, the Company completed its assessment of the impact of FAS 142, and, as required by
  the provisions of FAS
  142, effective January 1, 2002, the Company recorded a one-time, non-cash charge  of approximately $10.8 million 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 consolidated statement of
  operations.

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 Company's
consolidated financial statements.

In
  July 2002, the FASB issued FAS No. 146, "Accounting for Costs Associated with
  Exit or Disposal Activities." This Statement addresses financial accounting
  and reporting for costs associated with exit or disposal activities and
  nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
  Recognition for Certain Employee Termination Benefits and Other Costs to Exit
  an Activity (including Certain Costs Incurred in a Restructuring)."  The
  principal difference between this Statement and Issue 94-3 relates to its
  requirements for recognition of a liability for a cost associated with an exit
  or disposal activity.  This Statement requires that a liability for a cost
  associated with an exit or disposal activity be recognized when the liability
  is incurred.  Under Issue 94-3, a liability for an exit cost as defined in
  Issue 94-3 was recognized at the date of an entity's commitment to an exit
  plan.  A fundamental conclusion reached in this Statement is that an entity's
  commitment to a plan, by itself, does not create a present obligation to
  others that meets the definition of a liability.  Therefore, this Statement
  eliminates the definition and requirements for recognition of exit costs in
  Issue 94-3.  This Statement also establishes that fair value is the objective
  for initial measurement of the liability.  The provisions of this Statement
  are effective for exit or disposal activities that are initiated after
  December 31, 2002.  The Company does not believe that this Statement will have
  a material impact on its consolidated financial statements.

14

---

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 businesses acquired by the Company or that the Company
will realize the potential synergies of such acquired businesses.  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; 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 our vendors; 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 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 
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 June 30,
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 June 30, 2002.

15

---

PART II - OTHER
INFORMATION

ITEM 2.   CHANGES IN
SECURITIES AND USE OF PROCEEDS

On April 1,
2002, the Company issued 300,000 shares of its common stock, valued at $1.2
million, to Pacific Business Systems, Inc. ("PBS") in connection with the
Company's acquisition of substantially all the assets of PBS.  The issuance was
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof and Regulation D promulgated thereunder, as such
issuance did not involve a public offering of securities.

ITEM
5.   OTHER INFORMATION

In June
2002, the Company held its annual meeting of stockholders at which the Company's
stockholders approved, among other things, a 750,000 share increase in the
number of shares authorized under the Company's 1994 Stock Incentive Plan and an
amendment to the Company's certificate of incorporation to increase the number
of authorized shares of common stock from 15,000,000 to 30,000,000.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

> a.  Exhibits
> 
>     None.
> 
>     b.  Reports on Form 8-K
> 
>     None.

16

---

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: August 14, 2002 |  |  |     | PC MALL, INC.                                                              
|                     
|                      |  |  | By: | /s/  TED SANDERS
Ted Sanders
Chief Financial Officer                       
|                     
|                      |  |  |     | (Duly Authorized Officer of
the Registrant and Principal
Financial Officer)

17