##### 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, 2001

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 10,433,866 outstanding shares of Common Stock at August 14, 2001.



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PC Mall, Inc.

TABLE OF CONTENTS

|                                                                                |                                                      |  |  |  |  |  |  | 
|------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION                                                 
|ITEM 1 - FINANCIAL STATEMENTS                                                  
|                                                                                | Consolidated Balance Sheet                          
|                                                                                | Consolidated Statement of Operations                
|                                                                                | Consolidated Statement of Cash Flows                
|                                                                                | Condensed Notes to Consolidated Financial Statements
|ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS OF OPERATIONS
|ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            
|PART II - OTHER INFORMATION                                                    
|ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   
|ITEM 5 - OTHER INFORMATION                                                     
|ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                      
|SIGNATURE                                                                      
|                                                                               



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##### Table of Contents

PC Mall, Inc.

INDEX TO FORM 10-Q

PagePART I -
        FINANCIAL INFORMATIONITEM 1 - FINANCIAL STATEMENTSConsolidated Balance
        Sheet
      3Consolidated Statement of
        Operations
      4Consolidated Statement of Cash
        Flows
      5Condensed Notes to Consolidated
        Financial Statements
      6ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
      9ITEM 3 -
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      13PART II - OTHER
        INFORMATIONITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
      14ITEM 5 - OTHER INFORMATION
      15ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
      15SIGNATURE
      15


2

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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS










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

|                            |                                                                                                                                              |                                      |        | June 30,    |         |         | December 31, |        
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------ | ----------- | ------- | ------- | ------------ | -------
|                            |                                                                                                                                              |                                      |        | 2001        |         |         | 2000         |        
|                            |                                                                                                                                              |                                      |        | (unaudited) |        
|                            |                                                                                                                                              | Assets                               |       
|Current assets:            
|                            | Cash and cash equivalents                                                                                                                    | $                                    | 11,369 |             |         | $       | 12,195       |        
|                            | Accounts receivable, net of allowance for doubtful accounts                                                                                  |                                      | 42,072 |             |         |         | 54,970       |        
|                            | Inventories                                                                                                                                  |                                      | 34,139 |             |         |         | 35,838       |        
|                            | Prepaid expenses and other current assets                                                                                                    |                                      | 2,556  |             |         |         | 2,489        |        
|                            | Deferred income taxes                                                                                                                        | 2,047                                |        |             | 2,047  
|                            |                                                                                                                                              | Total current
          assets       |        | 92,183      |         |         |              | 107,539
|Property and equipment, net |                                                                                                                                              | 12,711                               |        |             |         | 14,928  |             
|Goodwill, net               |                                                                                                                                              | 11,056                               |        |             |         | 11,316  |             
|Deferred income taxes       |                                                                                                                                              | 2,671                                |        |             |         | 3,738   |             
|Other assets                | 648                                                                                                                                          |                                      |        | 45          |        
|                            | $                                                                                                                                            | 119,269                              |        |             | $       | 137,566 |             
|                            |                                                                                                                                              | Liabilities and Stockholder's Equity
|Current liabilities:       
|                            | Accounts payable                                                                                                                             | $                                    | 54,167 |             |         | $       | 59,294       |        
|                            | Accrued expenses and other current liabilities                                                                                               |                                      | 12,327 |             |         |         | 12,963       |        
|                            | Deferred revenue                                                                                                                             |                                      | 8,851  |             |         |         | 7,204        |        
|                            | Line of credit                                                                                                                               |                                      | -      |             |         |         | 17,315       |        
|                            | Capital leases - current portion                                                                                                             |                                      | 505    |             |         |         | 573         
|                            | Notes payable - current portion                                                                                                              | 1,000                                |        |             | 6      
|                            |                                                                                                                                              | Total current liabilities            |        | 76,850      |         |         |              | 97,355 
|Capital leases - long term  |                                                                                                                                              | 344                                  |        |             |         | 562     |             
|Notes payable - long term   | 750                                                                                                                                          |                                      |        | 141         |        
|                            |                                                                                                                                              | Total liabilities                    | 77,944 |             |         | 98,058  |             
|                            |                                                                                                                                              |                                      |        |             |         |        
|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;
10,433,866 shares issued and outstanding at June 30, 2001 and December 31, 2000 |                                      | 11     |             |         |         | 11           |        
|                            | Additional paid-in capital                                                                                                                   |                                      | 74,403 |             |         |         | 74,403       |        
|                            | Treasury stock at cost: 15,000 shares                                                                                                        |                                      | (91    | )           |         |         | (91          | )      
|                            | Retained earnings (accumulated deficit)                                                                                                      | (32,998                              | )      |             | (34,815 | )       |             
|                            |                                                                                                                                              | Total stockholders' equity           | 41,325 |             |         | 39,508  |             
|                            | $                                                                                                                                            | 119,269                              |        |             | $       | 137,566 |             

See condensed notes to consolidated financial statements.

3

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##### Table of Contents




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

|                                                                                   |                    |         |                  |      |   |         |   |   |         |  |   |         |  
|---------------------------------------------------------------------------------- | ------------------ | ------- | ---------------- | ---- | - | ------- | - | - | ------- |  | - | ------- | -
|                                                                                   | Three Months Ended |         | Six Months Ended |     
|                                                                                   | June 30,           |         | June 30,         |     
|                                                                                   | 2001               |         |                  | 2000 |   | 2001    |   |   | 2000    | 
|Net sales                                                                          | $                  | 171,980 |                  |      | $ | 195,892 |   | $ | 370,330 |  | $ | 433,028 |  
|Cost of goods sold                                                                 |                    | 153,705 |                  |      |   | 174,695 |   |   | 330,131 |  |   | 388,934 |  
|Gross profit                                                                       |                    | 18,275  |                  |      |   | 21,197  |   |   | 40,199  |  |   | 44,094  |  
|Selling,
          general and administrative expenses                             |                    | 17,164  |                  |      |   | 24,359  |   |   | 36,929  |  |   | 54,226  |  
|Income (loss) from operations                                                      |                    | 1,111   |                  |      |   | (3,162  | ) |   | 3,270   |  |   | (10,132 | )
|Interest expense, net                                                              |                    | 183     |                  |      |   | 208     |   |   | 386     |  |   | 173     |  
|Income (loss) before income taxes                                                  |                    | 928     |                  |      |   | (3,370  | ) |   | 2,884   |  |   | (10,305 | )
|Income tax provision                                                               |                    | 343     |                  |      |   | -       |   |   | 1,067   |  |   | -       |  
|Income
          (loss) before effect of cumulative change in accounting principle |                    | 585     |                  |      |   | (3,370  | ) |   | 1,817   |  |   | (10,305 | )
|Effect of
          cumulative change in accounting principle                      |                    | -       |                  |      |   | -       |   |   | -       |  |   | (536    | )
|Net income (loss)                                                                  | $                  | 585     |                  |      | $ | (3,370  | ) | $ | 1,817   |  | $ | (10,841 | )
|                                                                                   |                    |         |                  |      |   |         |   |   |         |  |   |         |  
|Earnings (loss) per share:                                                         |                    |         |                  |      |   |         |   |   |         |  |   |         |  
|Income (loss) before cumulative effect of change in accounting principle           | $                  | 0.06    |                  |      | $ | (0.32   | ) | $ | 0.17    |  | $ | (0.99   | )
|Cumulative change in accounting principle                                          |                    | -       |                  |      |   | -       |   |   | -       |  |   | (0.05   | )
|                                                                                   | $                  | 0.06    |                  |      | $ | (0.32   | ) | $ | 0.17    |  | $ | (1.04   | )
|                                                                                   |                    |         |                  |      |   |         |   |   |         |  |   |         |  
|Diluted Earnings (loss) per share:                                                 |                    |         |                  |      |   |         |   |   |         |  |   |         |  
|Income (loss) before cumulative effect of change in accounting principle           | $                  | 0.06    |                  |      | $ | (0.32   | ) | $ | 0.17    |  | $ | (0.99   | )
|Cumulative change in accounting principle                                          |                    | -       |                  |      |   | -       |   |   | -       |  |   | (0.05   | )
|                                                                                   | $                  | 0.06    |                  |      | $ | (0.32   | ) | $ | 0.17    |  | $ | (1.04   | )
|Basic weighted average number of shares outstanding                                |                    | 10,434  |                  |      |   | 10,411  |   |   | 10,434  |  |   | 10,409  |  
|Diluted weighted average number of shares outstanding                              |                    | 10,448  |                  |      |   | 10,411  |   |   | 10,441  |  |   | 10,409  |  

See condensed notes to consolidated financial statements.

4

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##### Table of Contents




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

|                                                    |                                                                                                              |                                                          |         | For the six months endedJune 30, |        
|--------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------- | ------- | -------------------------------- | -------
|                                                    |                                                                                                              |                                                          |         | 2001                             |        
|Cash flows from operating activities:              
|                                                    | Net income (loss)                                                                                            | $                                                        | 1,817   |                                  | $      
|                                                    | Adjustments to reconcile net
          income (loss) to net cash provided by/(used in) operating activities: |                                                          |         |                                  |        
|                                                    | Depreciation and amortization                                                                                |                                                          | 2,969   |                                  |        
|                                                    | Provision for deferred income taxes                                                                          |                                                          | 1,067   |                                  |        
|                                                    | Loss on disposal of fixed assets                                                                             |                                                          | 41      |                                  |        
|                                                    | Changes in assets and liabilities:                                                                           |                                                          |         |                                  |        
|                                                    |                                                                                                              | Accounts receivable                                      |         | 12,898                           |        
|                                                    |                                                                                                              | Inventories                                              |         | 1,699                            |        
|                                                    |                                                                                                              | Prepaid expenses and other current assets                |         | (109                             | )      
|                                                    |                                                                                                              | Other assets                                             |         | -                                |        
|                                                    |                                                                                                              | Accounts payable                                         |         | (5,127                           | )      
|                                                    |                                                                                                              | Accrued expenses and other current
          liabilities |         | (636                             | )      
|                                                    |                                                                                                              | Deferred revenue                                         |         | 1,647                            |        
|                                                    | Total adjustments                                                                                            |                                                          | 14,449  |                                  |        
|                                                    |                                                                                                              |                                                          |         |                                  |        
|Net cash provided by/(used in) operating activities |                                                                                                              | 16,266                                                   |         |                                  | (35,610
|                                                    |                                                                                                              |                                                          |         |                                  |        
|Cash flows from investing activities:               |                                                                                                              |                                                          |         |                                  |        
|                                                    | Collection of notes receivable                                                                               |                                                          | -       |                                  |        
|                                                    | Purchase of property and equipment                                                                           |                                                          | (510    | )                                |        
|                                                    | Proceeds from sale of property and equipment                                                                 |                                                          | 81      |                                  |        
|Net cash (used in)/provided by investing activities |                                                                                                              | (429                                                     | )       |                                  | 633    
|                                                    |                                                                                                              |                                                          |         |                                  |        
|Cash flows from financing activities:               |                                                                                                              |                                                          |         |                                  |        
|                                                    | Payments for
          deferred financing costs                                                              |                                                          | (665    | )                                |        
|                                                    | Borrowings under notes payable                                                                               |                                                          | 2,000   |                                  |        
|                                                    | Payments under notes payable                                                                                 |                                                          | (397    | )                                |        
|                                                    | Net (payments)/borrowings under line of credit                                                               |                                                          | (17,315 | )                                |        
|                                                    | Principal payments of obligations under capital leases                                                       |                                                          | (286    | )                                |        
|                                                    | Proceeds from stock issued under stock option plans                                                          |                                                          | -       |                                  |        
|Net cash (used in)/provided by financing activities |                                                                                                              | (16,663                                                  | )       |                                  | 14,486 
|                                                    |                                                                                                              |                                                          |         |                                  |        
|Net decrease in cash and cash equivalents           |                                                                                                              | (826                                                     | )       |                                  | (20,491
|Cash and cash equivalents:                          |                                                                                                              |                                                          |         |                                  |        
|                                                    | Beginning of period                                                                                          |                                                          | 12,195  |                                  |        
|                                                    | End of period                                                                                                | $                                                        | 11,369  |                                  | $      

See condensed notes to consolidated financial statements.

5

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##### 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,
>         2000.
>   In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the
>         financial position of the Company at June 30, 2001 and December 31, 2000, the results of operations for the three and six months ended
>         June 30, 2001 and 2000 and cash flows for the six months ended June 30, 2001 and June 30, 2000.  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 2000 financial statements to conform to the 2001 presentation.

2.    Recent Accounting Pronouncements

> In July 2001, the FASB issued SFAS No. 141,
>   "Business Combinations."  SFAS 141 requires that the purchase
>   method of accounting be used for all business combinations initiated after
>   June 30, 2001.  Use of the pooling-of-interest method will be
>   prohibited.  The Company has evaluated this standard and believes that
>   adoption will not have an impact on its consolidated financial statements.
>   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, will be effective
>   for fiscal years beginning after December 15, 2001.  The Company has not
>   determined the impact that adoption of this Standard will have on its
>   consolidated financial statements.
>   In the fourth quarter of 2000, the Company adopted  Securities and Exchange  Commission Staff Accounting  Bulletin No. 101
>   ("SAB
>        101"),  "Revenue  Recognition in Financial  Statements."  SAB 101 requires the Company to defer,  in certain  situations,  sales
>        revenue  until goods have been  received by the customer  and risk of loss has been passed.  An  adjustment  resulted  from the
>        change in timing of revenue  recognition  from the point of shipment to the point of  delivery of product to the  customer.  The
>        adoption of SAB 101  resulted in a  cumulative  effect of a change in  accounting  principle  in 2000 of $536,000  retroactively
>        applied to January 1, 2000.  The financial  effect of adoption on revenue for the
>   three and six months ended June 30, 2001 and 2000 was not
>        material.

6

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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 30,2001
>         
>         
>         2000
>         
>         
>         2001
>         
>         
>         2000Income
>           (loss) before effect of cumulative change in accounting principle
>         
>         $
> 
>       585
> 
>       
>       
>       $
> 
>       (3,370
> 
>       )
>       
>       $
> 
>       1,817
> 
>       
>       
>       $
> 
>       (10,305
> 
>       )Cumulative
>           effect of change of accounting principle for revenue recognition
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         -
>         
>         
>         
>         (536
>         )Net income (loss)
>         
>         $
>         585
>         
>         
>         $
>         (3,370
>         )
>         
>         $
>         1,817
>         
>         
>         $
>         (10,841
>         )Weighted average shares -
>           Basic
>         
>         
>         10,434
>         
>         
>         
>         10,411
>         
>         
>         
>         10,434
>         
>         
>         
>         10,409Effect of
>           dilutive stock options and warrants (a)
>         
>         
>         14
>         
>         
>         
>         -
>         
>         
>         
>         7
>         
>         
>         
>         -Weighted
>           average shares - Diluted
>         
>         
>         10,448
>         
>         
>         
>         10,411
>         
>         
>         
>         10,441
>         
>         
>         
>         10,409Net earnings
>           (loss) per share - Basic
>         
>         $
>         0.06
>         
>         
>         $
>         (0.32
>         )
>         
>         $
>         0.17
>         
>         
>         
>         (1.04
>         )Net earnings
>           (loss) per share - Diluted
>         
>         $
>         0.06
>         
>         
>         $
>         (0.32
>         )
>         
>         $
>         0.17
>         
>         
>         
>         (1.04
>         )(a) 
>           Potential common shares of 172 and 356 for the three and six months
>           ended June 30, 2000, respectively, have been excluded from the
>           earnings per share computations because the effect of their inclusion
>           would be anti-dilutive.

7

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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 2000.
>   Summarized segment information for the three and six months ended June 30,
>   2001 and 2000 is as follows (in thousands):
>   
>   Three
>           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
>         )
>         
>         1,111Three
>           months ended June 30, 2000
>         
>         Core Business
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         165,828
>         
>         $
>         28,398
>         
>         $
>         1,666
>         
>         $
>         195,892Gross profit
>         
>         
>         19,660
>         
>         
>         1,369
>         
>         
>         168
>         
>         
>         21,197Income (loss) from operations
>         
>         
>         519
>         
>         
>         (2,405
>         )
>         
>         (1,276
>         )
>         
>         (3,162
>         )Sixmonths 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
>         )
>         
> 
>       3,270Sixmonths ended June 30, 2000
>         
>         Core Business
>         
>         eCOST.com
>         
>         eLinux
>         
>         ConsolidatedNet sales
>         
>         $
>         360,206
>         
>         $
>         70,667
>         
>         $
>         2,155
>         
>         $
>         433,028Gross profit
>         
>         
>         41,831
>         
>         
>         2,051
>         
>         
>         212
>         
>         
>         44,094Income (loss) from operations
>         
>         
>         773
>         
>         
>         (8,785
>         )
>         
>         (2,120
>         )
>         
>         (10,132
>         )

8

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##### Table of Contents




ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview and Recent Developments
PC Mall, Inc. (the "Company"), formerly IdeaMall, Inc. and Creative Computers, Inc., founded in 1987, is a rapid response supplier 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, 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, eLinux and eCOST.com brands and 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 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.Results of Operations
Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30, 2000

Net sales for the quarter ended June 30, 2001 were $172.0 million, a 12.2% decrease over last year's second
quarter. eCOST.com accounted for $22.0 million of sales in the second quarter of 2001, and eLinux accounted for $2.6 million in the
same period. The decrease in net sales for the quarter is primarily attributable to a 17%
decrease in consumer catalog sales for the Core Business due to the Company's shift in focus to Outbound
business sales and profitability, and a 22.4% decline
in eCOST.com sales.  PC/WINTEL sales represented 59.2% of net sales for the quarter ended June 30, 2001, compared to 59.7% for the
same quarter last year.  Apple/Macintosh-related sales increased to 40.8% for the three months ended June 30, 2001, compared to 40.3%
for the same quarter last year.

Gross profit was $18.3 million for the three months ended June 30, 2001, a decrease of
$2.9 million, or 13.8%, over the prior year's comparable quarter. For the Core business, gross profit decreased
$3.6 million, or 18.3%, to $16.1 million. For eCOST.com, gross profit for the second quarter of 2001 was $2.0
million, an increase of $0.7 million, or 47.7%, from the prior year's second quarter. For eLinux, gross profit
for the quarter ended June 30, 2001 increased 11.3% to $0.2 million versus the prior year's second quarter. As a
percentage of net sales, consolidated gross profit for the three months ended June 30, 2001 decreased slightly to 10.6%
compared with 10.8% in the prior year. For the Core business, gross profit as a percentage of net sales declined
to 10.9% compared with 11.9% in the prior year's second quarter. Gross profit as a percentage of net sales for
eCOST.com increased 91.7% to 9.2% from 4.8% in the prior year's second quarter, reflecting the continuing focus
on improvements in profitability for that segment.  For eLinux, gross profit as a percentage of net sales
decreased to 7.3% from 10.1% compared to 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 and other factors.

9

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Selling, general and administrative expenses were $17.2 million for the three months
ended June 30, 2001, a decrease of $7.2 million, or 29.5%, from the prior year. As a percent of sales, selling,
general and administrative expenses decreased to 10.0% from 12.4% in the prior year, primarily due to productivity gains in advertising
and cost containment throughout all segments of the Company, as part of an ongoing focus on
profitability. For the Core business, selling, general and administrative expenses in the second quarter of 2001
were $15.0 million, a decrease of $4.1 million, or 21.4%, compared to the second quarter of the prior year. As a
percent of net sales, selling, general and administrative expenses for the Core business decreased to 10.2%
compared with 11.5% in the second quarter last year. For eCOST.com, selling, general and administrative expenses
in the second quarter of 2001 were $1.8 million, a decrease of $2.0 million, or 53.4% compared with the second
quarter of the prior year primarily due to productivity gains in advertising, combined with cost containment efforts
for that segment.
As a percent of net sales, selling, general and administrative expenses for eCOST.com decreased to 8.0% in the second quarter of 2001
compared with 13.3% in the second quarter last year. For eLinux, selling, general and administrative expenses in
the second quarter of 2001 decreased 75.1%, to $0.4 million, compared with the second quarter of the prior year.
As a percent of net sales, selling, general and administrative expenses for eLinux decreased to 14.1% compared
with 86.7% in the second quarter last year, reflecting its maturity as it proceeds
into its second year of operations, combined with cost containment efforts for that segment.

Net interest expense for the three months ended June 30, 2001 was $0.2 million, unchanged
compared to net interest expense for the comparable quarter in 2000.

The Company recorded an income tax provision for the quarter ended June 30, 2001 of $0.3 million, utilizing an effective tax rate of
37%.  The Company did not record a tax benefit for the quarter ended June 30, 2000, as at the time, it was more likely than not that
the benefit would not be realized.

Net income was $0.6 million, or $0.06 per share, for the three months ended June 30, 2001 compared to a net loss of $3.4 million, or
$0.32 per share, for the same period last year.
Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

Net sales for the six months ended June 30, 2001 decreased 14.5% to $370.3 million
compared to the same period last year. eCOST.com accounted for $44.7 million of sales in the first six months of
2001, and eLinux accounted for $4.4 million over the first six months of 2001. The decrease in year-to-date net sales compared to prior year
is primarily attributable to a decline in consumer catalog sales as the Company shifts its focus to Outbound business sales
and profitability.

10

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Gross profit was $40.2 million for the six months ended June 30, 2001, a decrease of
$3.9 million, or 8.8%, over the prior year's comparable period. For the Core business, gross profit decreased
$6.0 million, or 14.3%, to $35.9 million for the six months ended June 30, 2001 over the same period last year.
For eCOST.com, gross profit for the six months of 2001 increased 93.2%, to $4.0 million, over the comparable
period of the prior year. For eLinux, gross profit for the six months ended June 30, 2001 increased 76.4%, to
$0.4 million, over the prior six-month comparable period.  As a percentage of net sales, consolidated gross profit
for the six months ended June 30, 2001 increased to 10.9% compared with 10.2% for the same period in the prior
year, primarily as a result of gross profit improvements in the Company's eCOST.com subsidiary from the prior year.
For the Core business, gross profit as a percentage of net sales declined to 11.2% compared to 11.6% in the
prior year's comparable period. For eCOST.com, gross profit as a percentage of net sales increased to 8.9% for
the six months ended June 30, 2001 from 2.9% in the prior year's comparable period, reflecting the continuing
focus on profitability for that segment. For eLinux, gross profit as a percentage of net sales for the six months
ended June 30, 2001 decreased to 8.5% from 9.8% in the comparable period in the prior year.

Selling, general and administrative expenses were $36.9 million for the six months
ended June 30, 2001, a decrease of $17.3 million, or 31.9%, from the prior year. As a percent of net sales,
selling, general and administrative expenses decreased to 10.0% from 12.5% in the prior year, primarily due to
productivity gains in advertising and cost containment throughout all segments of the Company. For the Core
business, selling, general and administrative expenses for the six months ended June 30, 2001 were $32.5 million,
a decrease of $8.6 million, or 20.9%, compared to the same period in the prior year, primarily due to cost containment measures and
productivity gains in advertising, as part of an ongoing focus on profitability. As a percent of net sales, selling,
general and administrative expenses for the Core business decreased to 10.1% for the six months ended June 30,
2001 compared with 11.4% for the same period last year. For eCOST.com, selling, general and administrative
expenses for the six months ended June 30, 2001 were $3.7 million, a decrease of $7.1 million, or 65.8%, compared
with the same six-month period in the prior year, reflecting the Company's focus on cost containment, advertising productivity and
increased emphasis on profitability. As a percent of net sales, selling, general and administrative expenses for
eCOST.com decreased to 8.3% for the six months ended June 30, 2001 compared with 15.3% for the comparable period
last year. For eLinux, selling, general and administrative expenses for the six months ended June 30, 2001 were
$0.8 million, a decrease of 67.3% compared with the same period in the prior year. As a percent of net sales,
selling, general and administrative expenses for eLinux decreased to 17.3% for the six months ended June 30, 2001
compared with 108.2% for the same period last year, reflecting the maturity of this segment as it proceeds
into its second year of operations, combined with cost containment efforts for that segment.

Net interest expense for the six months ended June 30, 2001 was $0.4 million  compared to net interest  expense
of $0.2 million for the comparable period in 2000.  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 $1.1 million for the six months ended June 30,
2001.  The Company did not record a tax benefit for the six months ended June 30, 2000
as at the time, it was more likely than not that the benefit would not be realized.

Net income was $1.8 million,  or $0.17 per share,  for the six months ended June 30, 2001 compared to a net loss of $10.8  million,  or
$1.04 per share,  for the same period last year.  Net loss for the six months  ended June 30,  2000  included a charge of $0.5  million
for the  cumulative  effect of a change in  accounting  principle  for revenue  recognition.



11

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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 public  offerings and
borrowings from its stockholders, private investors and financial institutions.

As of June 30,  2001,  the Company had cash and cash  equivalents  of $11.4  million and working  capital of $15.3  million.  Inventory
decreased  $1.7 million to $34.1  million from December 31, 2000.  Accounts  receivable  decreased  $12.9 million to $42.1 million from
December 31, 2000 primarily due to improved days sales  outstanding  at June 30, 2001. 
For the six months ended June 30, 2001,  capital
expenditures  were $0.5 million versus $2.7 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 the foreseeable future.  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.

During the first quarter of 2001, the Company's  existing $40 million credit  facility with a commercial  finance  company was replaced
with a new $75 million,  three-year  asset-based  revolving  credit  facility from a lending unit of a large  commercial bank (the "New
Line of  Credit").  The New 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.  The New Line of Credit is secured by substantially  all of the
Company's  assets.  The New 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.  In  addition,  in March 2001,  the
Company  entered into a new $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 "New  Flooring  Facility").  The New Flooring
Facility is secured by  substantially  all of the  Company's  assets and is also  supported by a letter of credit  issued under the New
Line of Credit in the amount  outstanding  under the New  Flooring  Facility  from time to time.  The amount of the Letter of Credit is
applied  against the credit limit under the New Line of Credit.  The Company had $5.1 million of borrowings  under the credit  facility
included in accounts  payable and no working  capital  advances  outstanding at June 30, 2001. The Company had $69.9 million  available
for working capital advances and floorplan  inventory  financing,  and was in compliance with all credit facility  covenants as of June
30, 2001.

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,  2001,  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.  The Company currently has no definitive agreements with respect
to any acquisitions.

12

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Inflation

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

In July 2001, the FASB issued SFAS No. 141,
  "Business Combinations."  SFAS 141 requires that the purchase
  method of accounting be used for all business combinations initiated after
  June 30, 2001.  Use of the pooling-of-interest method will be
  prohibited.  The Company has evaluated this standard and believes that
  adoption will not have an impact on its consolidated financial statements.

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, will be effective
  for fiscal years beginning after December 15, 2001.  The Company has not
  determined the impact that adoption of this Standard will have on its
  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 assurances that the trends for Apple, Macintosh and PC/WINTEL sales will be sustained,
that Outbound business sales trends will continue in future periods, or that the Company's Internet sales will continue to grow.
There can be no assurance that the Internal Revenue Service will treat the distribution of uBid shares
in June 1999 as a tax-free distribution for
federal tax purposes.  In addition, there can be no assurance that the Company's eLinux subsidiary will be developed successfully,
achieve market acceptance or continue to make progress toward achieving profitability.  There can also be no assurance that the
Company will be profitable in the third quarter of 2001 or the 2001 fiscal year, or that cost reductions, EBITDA, or profitability
for the Company's Core business and eCOST.com will continue or improve.  There can also be no assurance that the Company will not
require additional funding, such as for acquisitions or expansion or to fund a significant downturn in sales that causes losses, or
that adequate financing or vendor credit will be available at acceptable terms, if at all. 
There can also be no assurance that the
Company will continue to be in compliance with its bank credit facility covenants in future periods.  In addition to the factors set
forth above, other important factors that could cause actual results to differ materially from the Company's expectations include:
competition from companies either currently in the market or entering the market, competition from other catalog and retail store
resellers and price pressures related thereto, uncertainties surrounding the supply of and demand for products manufactured by and
compatible with Apple Computer, the Company's 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 the year
ended December 31, 2000.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's  financial  instruments  include cash and  long-term  debt.  As of June 30, 2001,  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, 2001.

13

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PART II - OTHER INFORMATION

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

> The Company held its 2001 Annual Meeting of Stockholders on
>     June 19, 2001.  At the Annual Meeting, the stockholders voted on the
>     following matters:
> 
> 
>     The reelection as directors of
>         Frank F. Khulusi, Sam U. Khulusi, Mark C. Layton, Thomas A. Maloof, and
>         Ronald B. Reck, all of whom were reelected at the Annual Meeting. 
>         Each of the directors received the following votes:FOR
>           WITHHELDFrank F. Khulusi
>           8,680,916
>           12,746Sam U. Khulusi
>           8,684,916
>           8,746Mark C. Layton
>           8,685,116
>           8,546Thomas A. Maloof
>           8,685,116
>           8,546Ronald B. Reck
>           8,685,116
>           8,546
> 
> 
>     The approval of an amendment to
>         the Company's Certificate of Incorporation to change the name of the
>         Company to "PC Mall, Inc."FOR
>           AGAINST
>           ABSTENTIONSName Change Proposal
>           8,677,371
>           15,691
>           600
>     The ratification of the appointment of
>         PricewaterhouseCoopers LLP as independent accountants for the Company
>         for the year ended December 31, 2001 (the Accountant's Proposal).FOR
>           AGAINST
>           ABSTENTIONSAccountant's Proposal
>           8,682,015
>           10,997
>           650

14

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ITEM 5 OTHER INFORMATION

> In June 2001, the Company changed its name from
>     "IdeaMall, Inc." to "PC Mall, Inc."

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

> a.  Exhibits
> 
>     1. Exhibit 3.1(B): Certificate of Amendment to
>       Certificate of Incorporation
> 
>     b.  Reports on Form 8-K
> 
>     1. A Current
>       Report on Form 8-K was filed on April 17, 2001 regarding a press release
>       issued to announce unaudited consolidated financial results for the first
>       quarter of 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: August 14, 2001 |  |  |     | PC MALL, INC.                                                              
|                     
|                      |  |  | By: | /s/  TED SANDERS
Ted Sanders
Chief Financial Officer                       
|                     
|                      |  |  |     | (Duly Authorized Officer of
the Registrant and Principal
Financial Officer)

15

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PC Mall, Inc.

EXHIBIT INDEX

Exhibit Number
      Description3.1(B)
      Certificate of Amendment to Certificate of
        Incorporation