##### Table of Contents

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

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

For the quarterly period ended: September 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
      ofincorporation or organization) |  | (I.R.S. Employer Identification
  Number)

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

Yes [X]    No [ ]

There were 10,439,866 outstanding shares of Common Stock at November 14,
2001.



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PC Mall, Inc.

TABLE OF CONTENTS

|                                                                                      |                                                            |   |  |  |  |  |  | 
|------------------------------------------------------------------------------------- | ---------------------------------------------------------- | - |  |  |  |  |  | 
|                                                                                      | Page                                                       |  
|PART I -
      FINANCIAL INFORMATION                                                  |                                                            |  
|ITEM 1 -
      FINANCIAL STATEMENTS                                                   |                                                            |  
|                                                                                      | Condensed
      Consolidated
      Balance Sheet           | 3 | 
|                                                                                      | Condensed
      Consolidated
      Statement of Operations | 4 | 
|                                                                                      | Condensed
      Consolidated
      Statement of Cash Flows | 5 | 
|                                                                                      | Notes
      to Condensed Consolidated Financial Statements | 6 | 
|ITEM 2 - MANAGEMENTS DISCUSSION
      AND ANALYSIS OF FINANCIAL RESULTS OF OPERATIONS | 9                                                          |  
|ITEM 3 - QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET RISK             | 13                                                         |  
|PART II -
      OTHER INFORMATION                                                     |                                                            |  
|ITEM 6 -
      EXHIBITS AND REPORTS ON FORM 8-K                                       | 14                                                         |  
|SIGNATURE                                                                             | 15                                                        
|                                                                                      |                                                           

2

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##### Table of
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PART I - FINANCIAL INFORMATION



ITEM 1 FINANCIAL STATEMENTS




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

|                                  |                                                                                                                                                                     |                                            |        | September30, |         |         | December 31, |        
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------ | ------- | ------- | ------------ | -------
|                                  |                                                                                                                                                                     |                                            |        | 2001         |         |         | 2000         |        
|                                  |                                                                                                                                                                     |                                            |        | (unaudited)  |        
|                                  |                                                                                                                                                                     | Assets                                     |       
|Current
      assets:            
|                                  | Cash and cash
      equivalents                                                                                                                                     | $                                          | 6,444  |              |         | $       | 12,195       |        
|                                  | Accounts
      receivable, net of allowance for doubtful accounts                                                                                                   |                                            | 41,656 |              |         |         | 54,970       |        
|                                  | Inventories                                                                                                                                                         |                                            | 32,049 |              |         |         | 35,838       |        
|                                  | Prepaid
      expenses and other current assets                                                                                                                     |                                            | 1,931  |              |         |         | 2,489        |        
|                                  | Deferred
      income taxes                                                                                                                                         | 2,047                                      |        |              | 2,047  
|                                  |                                                                                                                                                                     | Total current
    assets                   |        | 84,127       |         |         |              | 107,539
|Property and equipment,
      net |                                                                                                                                                                     | 12,047                                     |        |              |         | 14,928  |             
|Goodwill, net                     |                                                                                                                                                                     | 10,925                                     |        |              |         | 11,316  |             
|Deferred income
      taxes       |                                                                                                                                                                     | 2,380                                      |        |              |         | 3,738   |             
|Other
      assets                | 787                                                                                                                                                                 |                                            |        | 45           |        
|                                  | $                                                                                                                                                                   | 110,266                                    |        |              | $       | 137,566 |             
|                                  |                                                                                                                                                                     | Liabilities and
      Stockholders' Equity
|Current
    liabilities:         
|                                  | Accounts payable                                                                                                                                                    | $                                          | 45,585 |              |         | $       | 59,294       |        
|                                  | Accrued expenses and other
      current liabilities                                                                                                                |                                            | 11,329 |              |         |         | 12,963       |        
|                                  | Deferred revenue                                                                                                                                                    |                                            | 5,750  |              |         |         | 7,204        |        
|                                  | Line of credit                                                                                                                                                      |                                            | 3,579  |              |         |         | 17,315       |        
|                                  | Capital leases - current
      portion                                                                                                                              |                                            | 471    |              |         |         | 573         
|                                  | Notes payable - current
      portion                                                                                                                               | 1,000                                      |        |              | 6      
|                                  |                                                                                                                                                                     | Total current
      liabilities            |        | 67,714       |         |         |              | 97,355 
|Capital leases - long
      term  |                                                                                                                                                                     | 234                                        |        |              |         | 562     |             
|Notes payable - long
      term   | 500                                                                                                                                                                 |                                            |        | 141          |        
|                                  |                                                                                                                                                                     | Total liabilities                          | 68,448 |              |         | 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 September 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)                                                                                                                       | (32,505                                    | )      |              | (34,815 | )       |             
|                                  |                                                                                                                                                                     | Total stockholders'
      equity           | 41,818 |              |         | 39,508  |             
|                                  | $                                                                                                                                                                   | 110,266                                    |        |              | $       | 137,566 |             

See notes to condensed consolidated financial statements.

3

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

|                                                                               |                    |         |                         |      |   |         |   |   |         |   |   |         |  
|------------------------------------------------------------------------------ | ------------------ | ------- | ----------------------- | ---- | - | ------- | - | - | ------- | - | - | ------- | -
|                                                                               | Three Months Ended |         | Nine Months
      Ended |     
|                                                                               | September 30,      |         | September
    30,       |     
|                                                                               | 2001               |         |                         | 2000 |   | 2001    |   |   | 2000    |  
|Net sales                                                                      | $                  | 171,904 |                         |      | $ | 187,187 |   | $ | 542,235 |   | $ | 620,216 |  
|Cost of goods sold                                                             |                    | 152,975 |                         |      |   | 165,857 |   |   | 483,108 |   |   | 554,792 |  
|Gross profit                                                                   |                    | 18,929  |                         |      |   | 21,330  |   |   | 59,127  |   |   | 65,424  |  
|Selling,
      general and administrative expenses                             |                    | 17,986  |                         |      |   | 21,605  |   |   | 54,914  |   |   | 75,830  |  
|Income (loss) from operations                                                  |                    | 943     |                         |      |   | (275    | ) |   | 4,213   |   |   | (10,406 | )
|Interest expense, net                                                          |                    | (159    | )                       |      |   | (409    | ) |   | (545    | ) |   | (583    | )
|Income (loss) before income taxes                                              |                    | 784     |                         |      |   | (684    | ) |   | 3,668   |   |   | (10,989 | )
|Income tax provision                                                           |                    | 291     |                         |      |   | 30      |   |   | 1,358   |   |   | 30      |  
|Income (loss)
      before cumulative effect of change in accounting principle |                    | 493     |                         |      |   | (714    | ) |   | 2,310   |   |   | (11,019 | )
|Cumulative
      effect of change in accounting principle                      |                    | -       |                         |      |   | -       |   |   | -       |   |   | (536    | )
|Net income (loss)                                                              | $                  | 493     |                         |      | $ | (714    | ) | $ | 2,310   |   | $ | (11,555 | )
|                                                                               |                    |         |                         |      |   |         |   |   |         |   |   |         |  
|Earnings (loss) per share:                                                     |                    |         |                         |      |   |         |   |   |         |   |   |         |  
|Income (loss)
      before cumulative effect of change in accounting principle | $                  | 0.05    |                         |      | $ | (0.07   | ) | $ | 0.22    |   | $ | (1.06   | )
|Cumulative
      effect of change in accounting principle                      |                    | -       |                         |      |   | -       |   |   | -       |   |   | (0.05   | )
|                                                                               | $                  | 0.05    |                         |      | $ | (0.07   | ) | $ | 0.22    |   | $ | (1.11   | )
|                                                                               |                    |         |                         |      |   |         |   |   |         |   |   |         |  
|Diluted Earnings (loss) per share:                                             |                    |         |                         |      |   |         |   |   |         |   |   |         |  
|Income (loss) before cumulative effect of change in accounting
      principle | $                  | 0.05    |                         |      | $ | (0.07   | ) | $ | 0.22    |   | $ | (1.06   | )
|Cumulative
      effect of change in accounting principle                      |                    | -       |                         |      |   | -       |   |   | -       |   |   | (0.05   | )
|                                                                               | $                  | 0.05    |                         |      | $ | (0.07   | ) | $ | 0.22    |   | $ | (1.11   | )
|Basic
      weighted average number of shares outstanding                      |                    | 10,434  |                         |      |   | 10,423  |   |   | 10,434  |   |   | 10,414  |  
|Diluted
      weighted average number of shares outstanding                    |                    | 10,651  |                         |      |   | 10,423  |   |   | 10,487  |   |   | 10,414  |  

See notes to condensed consolidated financial statements.

4

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

|                                                          |                                                                                                                |                                                      |         | For the nine months endedSeptember 30, |        
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------- | -------------------------------------- | -------
|                                                          |                                                                                                                |                                                      |         | 2001                                   |        
|Cash flows from operating
      activities:              
|                                                          | Net income (loss)                                                                                              | $                                                    | 2,310   |                                        | $      
|                                                          | Adjustments to
      reconcile net income (loss) to net cash provided by/(used in) operating
      activities: |                                                      |         |                                        |        
|                                                          | Depreciation and
      amortization                                                                            |                                                      | 4,350   |                                        |        
|                                                          | Provision for deferred income
      taxes                                                                      |                                                      | 1,358   |                                        |        
|                                                          | Loss on disposal of fixed
      assets                                                                         |                                                      | 41      |                                        |        
|                                                          | Changes in assets and liabilities:                                                                             |                                                      |         |                                        |        
|                                                          |                                                                                                                | Accounts
    receivable                              |         | 13,314                                 |        
|                                                          |                                                                                                                | Inventories                                          |         | 3,789                                  |        
|                                                          |                                                                                                                | Prepaid expenses and other
      current assets      |         | 512                                    |        
|                                                          |                                                                                                                | Other assets                                         |         | (210                                   | )      
|                                                          |                                                                                                                | Accounts payable                                     |         | (13,709                                | )      
|                                                          |                                                                                                                | Accrued expenses and other
      current liabilities |         | (1,634                                 | )      
|                                                          |                                                                                                                | Deferred revenue                                     |         | (1,454                                 | )      
|                                                          | Total adjustments                                                                                              |                                                      | 6,357   |                                        |        
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Net cash provided by/(used
      in) operating activities |                                                                                                                | 8,667                                                |         |                                        | (33,117
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Cash flows from investing
      activities:               |                                                                                                                |                                                      |         |                                        |        
|                                                          | Purchases of property and
      equipment                                                                      |                                                      | (989    | )                                      |        
|                                                          | Collection of notes
      receivable                                                                           |                                                      | -       |                                        |        
|                                                          | Proceeds from sale of
      equipment                                                                          |                                                      | 81      |                                        |        
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Net cash used in investing activities                     |                                                                                                                | (908                                                 | )       |                                        | (897   
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Cash flows from financing
      activities:               |                                                                                                                |                                                      |         |                                        |        
|                                                          | Payments for deferred
      financing costs                                                                    |                                                      | (697    | )                                      |        
|                                                          | Borrowings under notes
      payable                                                                           |                                                      | 2,000   |                                        |        
|                                                          | Payments under notes
      payable                                                                             |                                                      | (647    | )                                      |        
|                                                          | Net (payments)/borrowings
      under line of credit                                                           |                                                      | (13,736 | )                                      |        
|                                                          | Principal payments of
      obligations under capital leases                                                   |                                                      | (430    | )                                      |        
|                                                          | Proceeds from stock issued
      under stock option plans                                                      |                                                      | -       |                                        |        
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Net cash (used in)/provided
      by financing activities |                                                                                                                | (13,510                                              | )       |                                        | 18,450 
|                                                          |                                                                                                                |                                                      |         |                                        |        
|Net decrease in cash and
      cash equivalents           |                                                                                                                | (5,751                                               | )       |                                        | (15,564
|Cash and cash
      equivalents:                          |                                                                                                                |                                                      |         |                                        |        
|                                                          | Beginning of
    period                                                                                        |                                                      | 12,195  |                                        |        
|                                                          | End of period                                                                                                  | $                                                    | 6,444   |                                        | $      

See notes to condensed consolidated financial statements.

5

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

1.   
Basis of Presentation

The consolidated interim financial statements include the
accounts of PC Mall, Inc., a Delaware corporation, (formerly IdeaMall, Inc. and
Creative Computers, Inc.) and its wholly owned subsidiaries (collectively, the
"Company") and have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such regulations. These financial statements should be read
in conjunction with the audited financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

In the opinion of management, the accompanying financial
statements contain all adjustments necessary to present fairly the financial
position of the Company at September 30, 2001 and December 31, 2000, the results
of operations for the three and nine months ended September 30, 2001 and 2000
and cash flows for the nine months ended September 30, 2001 and September 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.  Change
in Accounting Principle and Recent Accounting Pronouncements

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 nine months ended
September 30, 2001 and 2000 was not material.

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 August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets."  SFAS
No.144 supercedes FAS 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 FAS 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
will not have a material impact on the Company's consolidated financial
statements.

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
>       
>       Nine Months EndedSeptember 30,
>       
>       September 30,2001
>       
>       
>       2000
>       
>       
>       2001
>       
>       
>       2000Income
>         (loss) before cumulative effect of change in accounting
>         principle
>       
>       $
>       493
>       
>       
>       $
>       (714
>       )
>       
>       $
>       2,310
>       
>       
>       $
>       (11,019
>       )Cumulative
>         effect of change in accounting principle for revenue
>         recognition
>       
>       
>       -
>       
>       
>       
>       -
>       
>       
>       
>       -
>       
>       
>       
>       (536
>       )Net income (loss)
>       
>       $
>       493
>       
>       
>       $
>       (714
>       )
>       
>       $
>       2,310
>       
>       
>       $
>       (11,555
>       )Weighted average shares -
>         Basic
>       
>       
>       10,434
>       
>       
>       
>       10,423
>       
>       
>       
>       10,434
>       
>       
>       
>       10,414Effect of
>         dilutive stock options and warrants (a)
>       
>       
>       217
>       
>       
>       
>       -
>       
>       
>       
>       53
>       
>       
>       
>       -Weighted
>         average shares - Diluted
>       
>       
>       10,651
>       
>       
>       
>       10,423
>       
>       
>       
>       10,487
>       
>       
>       
>       10,414Net earnings
>         (loss) per share - Basic
>       
>       $
>       0.05
>       
>       
>       $
>       (0.07
>       )
>       
>       $
>       0.22
>       
>       
>       $
>       (1.11
>       )Net earnings
>         (loss) per share - Diluted
>       
>       $
>       0.05
>       
>       
>       $
>       (0.07
>       )
>       
>       $
>       0.22
>       
>       
>       $
>       (1.11
>       )(a)  Potential common shares of 126 and 202 for the three
>         and nine months ended September 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 nine months ended
>   September 30, 2001 and 2000 is as follows (in thousands):
>   Three months ended
>         September 30, 2001
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       151,070
>       
>       $
>       19,060
>       
>       $
>       1,774
>       
>       $
>       171,904Gross profit
>       
>       
>       16,929
>       
>       
>       1,811
>       
>       
>       189
>       
>       
>       18,929Income (loss) from
>       operations
>       
>       
>       1,051
>       
>       
>       (10
>       )
>       
>       (98
>       )
>       
>       943Three months ended
>         September 30, 2000
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       166,521
>       
>       $
>       18,455
>       
>       $
>       2,211
>       
>       $
>       187,187Gross profit
>       
>       
>       19,715
>       
>       
>       1,363
>       
>       
>       252
>       
>       
>       21,330Income (loss) from
>       operations
>       
>       
>       727
>       
>       
>       (534
>       )
>       
>       (468
>       )
>       
>       (275
>       )Ninemonths ended September 30, 2001
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       472,233
>       
>       $
>       63,807
>       
>       $
>       6,195
>       
>       $
>       542,235Gross profit
>       
>       
>       52,791
>       
>       
>       5,773
>       
>       
>       563
>       
>       
>       59,127Income (loss) from
>       operations
>       
>       
>       4,449
>       
>       
>       251
>       
>       
>       (487
>       )
>       
>       4,213Nine months ended
>         September 30, 2000
>       
>       Core Business
>       
>       eCOST.com
>       
>       eLinux
>       
>       ConsolidatedNet sales
>       
>       $
>       526,728
>       
>       $
>       89,122
>       
>       $
>       4,366
>       
>       $
>       620,216Gross profit
>       
>       
>       61,546
>       
>       
>       3,414
>       
>       
>       464
>       
>       
>       65,424Income (loss) from
>       operations
>       
>       
>       1,500
>       
>       
>       (9,318
>       )
>       
>       (2,588
>       )
>       
>       (10,406
>       )

8

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ITEM 2 MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONSOverview and Recent DevelopmentsPC 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
September 30, 2001 Compared to the Three Months Ended September 30, 2000Net sales for the quarter ended September 30, 2001 were $171.9
million, an 8.2% decrease over last year's third quarter net sales of $187.2
million.  eCOST.com accounted
for $19.1 million of sales in the third quarter of 2001, and eLinux accounted
for $1.8 million in the same period. The decrease in net sales for the quarter
is primarily due to a 3% increase in Outbound business sales
and a 3% increase in eCOST.com sales, offset by a 13% decline in consumer
catalog sales and a 20% decline in eLinux sales over the prior year's third
quarter.  For the three months ended
September 30, 2001, sales of Apple products represented 22.6%
of net sales, compared to 19.8% for the prior year's third quarter.  The events of September 11, 2001, the Company's shift in strategy to
Outbound sales and difficult economic conditions contributed to the decline in consumer
catalog and overall sales.

Gross profit was $18.9 million for
the three months ended September 30, 2001, a decrease of $2.4 million, or 11.3%,
over the prior year's comparable quarter. For the Core business, gross profit
decreased $2.8 million, or 14.1%, to $16.9 million. For eCOST.com, gross profit
for the third quarter of 2001 was $1.8 million, an increase of $0.4 million, or
32.9%, from the prior year's third quarter. For eLinux, gross profit for the
quarter ended September 30, 2001 decreased 25.0% to $0.2 million versus the
prior year's third quarter. As a percentage of net sales, consolidated gross
profit for the three months ended September 30, 2001 decreased to 11.0% compared
with 11.4% in the prior year. For the Core business, gross profit as a
percentage of net sales declined to 11.2% compared with 11.8% in the prior
year's third quarter. Gross profit as a percentage of net sales for eCOST.com
increased 28.4% to 9.5% from 7.4% in the prior year's third quarter, reflecting
its new pricing strategy.  For
eLinux, gross profit as a percentage of net sales decreased to 10.7% from 11.4%
compared to the prior year's third 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.

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Selling, general and administrative expenses were $18.0 million
for the three months ended September 30, 2001, a decrease of $3.6 million, or
16.8%, from the prior year. As a percentage of sales, selling, general and
administrative expenses decreased to 10.5% from 11.5% 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 third quarter of 2001 were $15.9 million, a decrease of $3.1
million, or 16.4%, compared to the third quarter of the prior year. As a percentage
of net sales, selling, general and administrative expenses for the Core business
decreased to 10.5% compared with 11.4% in the third quarter last year. For
eCOST.com, selling, general and administrative expenses in the third quarter of
2001 were $1.8 million, a decrease of $0.1 million, or 4.0% compared with the
third quarter of the prior year primarily due to productivity gains in
advertising, combined with cost containment efforts for that segment. As a percentage
of net sales, selling, general and administrative expenses for eCOST.com
decreased to 9.6% in the third quarter of 2001 compared with 10.3% in the third
quarter last year. For eLinux, selling, general and administrative expenses in
the third quarter of 2001 decreased 60.1%, to $0.3 million, compared with the
third quarter of the prior year. As a percentage of net sales, selling, general and
administrative expenses for eLinux decreased to 16.2% compared with 32.6% in the
third quarter last year, reflecting cost containment efforts for that segment. Net interest expense for the three months ended September
30, 2001 was $0.2 million, compared to $0.4 million of net interest expense for
the comparable quarter of 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 for the quarter ended September 30, 2001 of $0.3 million, utilizing an effective tax
rate of 37%, compared to a provision of $30,000 in the prior year for the same
period.  The change is primarily due to the
non-recognition of tax benefits from losses recorded in the prior year's third
quarter. Net income was $0.5 million, or $0.05 per share, for the
three months ended September 30, 2001 compared to a net loss of $0.7 million, or
$0.07 per share, for the same period last year. Nine Months Ended
September 30, 2001 Compared to the Nine Months Ended September 30, 2000
Net sales for the nine months ended September 30, 2001 decreased 12.6%
to $542.2 million compared to the same period last year. eCOST.com accounted for
$63.8 million of sales over the first nine months of 2001, and eLinux accounted
for $6.2 million over the first nine 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, along with a 28.4% decrease in eCOST.com net
sales compared to the same period in the prior year.  A difficult economic
environment and decreased levels of technology-based spending by customers
contributed to the decline.

10

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Gross profit was $59.1 million for the nine months ended
September 30, 2001, a decrease of $6.3 million, or 9.6%, over the prior year's
comparable period. For the Core business, gross profit decreased $8.8 million,
or 14.2%, to $52.8 million for the nine months ended September 30, 2001 over the
same period last year. For eCOST.com, gross profit for the nine months of 2001
increased 69.1%, to $5.8 million, over the comparable period of the prior year.
For eLinux, gross profit for the nine months ended September 30, 2001 increased
21.3%, to $0.6 million, over the prior nine-month comparable period. As a
percentage of net sales, consolidated gross profit for the nine months ended
September 30, 2001 increased to 10.9% compared with 10.5% 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 11.7% in
the prior year's comparable period. For eCOST.com, gross profit as a percentage
of net sales increased to 9.0% for the nine months ended September 30, 2001 from
3.8% in the prior year's comparable period, reflecting a focus by the Company to
increase gross profit as percentage of net sales for that segment for that
period. For eLinux, gross profit as a percentage of net
sales for the nine months ended September 30, 2001 decreased to 9.1% from 10.6%
in the comparable period in the prior year.Selling, general and
administrative expenses were $54.9 million for the nine months ended September
30, 2001, a decrease of $20.9 million, or 27.6%, from the prior year. As a percentage
of net sales, selling, general and administrative expenses decreased to
10.1% from 12.2% 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 nine months
ended September 30, 2001 were $48.3 million, a decrease of $11.7 million, or
19.5%, compared to the same period in the prior year, primarily due to cost
containment measures and productivity gains in advertising.  As a percentage of net sales, selling, general and
administrative expenses for the Core business decreased to 10.2% for the nine
months ended September 30, 2001 compared with 11.4% for the same period last
year. For eCOST.com, selling, general and administrative expenses for the nine
months ended September 30, 2001 were $5.5 million, a decrease of $7.2 million,
or 56.6%, compared with the same nine-month period in the prior year, reflecting
the Company's focus on cost containment and advertising productivity.  As a percentage of net sales, selling, general and
administrative expenses for eCOST.com decreased to 8.7% for the nine months
ended September 30, 2001 compared with 14.3% for the comparable period last
year. For eLinux, selling, general and administrative expenses for the nine
months ended September 30, 2001 were $1.1 million, a decrease of 65.6% compared
with the same period in the prior year. As a percentage of net sales, selling,
general and administrative expenses for eLinux decreased to 16.9% for the nine
months ended September 30, 2001 compared with 69.9% for the same period last
year due to cost containment programs.Net interest expense for the nine months ended September 30,
2001 was $0.5 million compared to net interest expense of $0.6 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 $1.4 million for the nine months ended September 30, 2001 compared to a
provision of $30,000 in the prior year.  The change
is primarily due to the non-recognition of tax benefits from losses recorded in
the prior year's nine months ended September 30, 2000. Net income was $2.3 million, or
$0.22 per share, for the nine months ended September 30, 2001 compared to a net
loss of $11.6 million, or $1.11 per share, for the same period last year. Net
loss for the nine months ended September 30, 2000 included a charge of $0.5
million for the cumulative effect of a change in accounting principle for
revenue recognition.



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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. 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 August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets."  SFAS 144
supercedes FAS 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 FAS 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
will not have a material impact on the Company's 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 fourth
quarter of 2001 or for the 2001 fiscal
year, or that cost reductions, EBITDA, or profitability for the Company's Core
business and the Company's subsidiaries 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. 
There can be no assurance that consumer confidence and economic conditions and
their impact on the Company's sales and profitability will rebound to levels
prior to the September 11th attacks in New York City.  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 September 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 September 30,
2001.

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Table of Contents

PART II - OTHER INFORMATION

ITEM 6 EXHIBITS AND REPORTS ON FORM
8-K

> a.  Exhibits
>       None.
>     b.  Reports on Form 8-K
>     1. A
>       Current Report on Form 8-K was filed on July 24, 2001 regarding a press
>       release issued to announce unaudited consolidated financial results for
>       the second quarter of 2001.



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Table of Contents

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: November 14, 2001 |  |  |     | PC MALL, INC.                                                                  
|                       
|                        |  |  | By: | /s/ TED SANDERSTed SandersChief Financial
  Officer                            
|                       
|                        |  |  |     | (Duly Authorized Officer ofthe
      Registrant and PrincipalFinancial
Officer)

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